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BROADCOM STANDARD TERMS AND CONDITIONS OF SALE

1. APPLICABILITY

These terms and conditions (“Terms”) govern the sale by Broadcom of

Broadcom Products and/ or license of its Software to the customer

identified in a Broadcom order acknowledgement form or in Broadcom’s

valid quotation (“Customer”). Thes e Terms , togethe r with any s peci al terms

provided on Broadcom’s vali d quotation, consti tute the ex cl usi v e and entire

agreement between Broadcom and Customer and may not be changed

except by an amendment signed by Broadcom’s and the Customer’s

authorized representatives. Except to the extent Customer has a written,

signed, separate agreement with Broadcom governing the purchase and

sale of Products and/or licensing of Software, (a “Customer Agreement”),

these Terms supersede any previous communications, representations or

agreements between the parties, regarding the sale of Products and the

license of Software. Broadcom's acceptance of Customer's order is

conditioned upon Cust omer’s accept ance of these T erms regardles s of the

form and timing of Customer’s acceptance. Customer’s additional or

different terms and conditions will not apply and are deemed rejected by

Broadcom. Customer’s purchase of Products and/or license of Software

constitutes Customer’s acceptance of these Terms.

• “Application Software” means all computer programs, code and related

documentation that are not Firmware and which include, without

limitation, software that p erforms one or more sp ecific task s directly for

the end use r (or f or othe r softwar e appl icati ons) and updat es, upgrad es

and documentation related thereto provided by Broadcom.

• ”Broadcom” means Avago Technologies International Sales Pte.

Limited (Reg#200512231E) or an affiliate thereof that accepts the

Customer’s order, whichever is the case; provided that with respect to

intellectual property rights, or the licensing of any Product-related

technology or Software, “Broadcom” means Avago Technologies

General IP (Singapore) Pte. Ltd. (Reg. # 2005-12430D), or an affiliate

thereof that holds the relevant intellectual property rights.

• Firmware ” means c om pute r p rog ram s and/or data st ruc tures emb edded

or running on a Product to enable its basic operation and updates,

upgrades and documentation related thereto provided by Broadcom.

• “Product” means, as provided by Br oadcom to Cus tomer, any hardware

product and its associated Firmware.

• "Standard Product" means a Product based on Broadcom published

Specific ati ons that are routi nely offer ed for sal e by Broadcom to a broad

base of customers.

• "Custom Product" means either (i) a Standard Product modified per

Customer requi rements or non-publi shed (limi ted release ) standards; or

(ii) a Product designed, configured, tested or manufactured to meet

Customer requirements.

• “Software” means Firmware and Application Software.

• “Force Majeure” means any act or occurrence that is beyond

Broadcom’s reasonable control, including, but not limited to, fire, flood,

earthquake or other natural disaster, shortages of materials, labor

disputes, war or civil disturbance, declared acts of terrorism, disruption

of normal pro duction, inadequate yield of P roducts despite reas onable

efforts, or an interruption of the means of transportation.

2. ORDERS

If Customer would like to purchase Products or license Software, it must

submit a purchase order to Broadcom. No order will be binding on

Broadcom unless and until the customer receives a written

acknowledgment sent by electronic or other means. Orders must specify

delivery dates within six (6) months from order date unless otherwise

agreed or indicated on the quotation.

Minimum line order values of twenty five hundred United States Dollars

($2,500.00 USD) will apply unless otherwise stated in Broadcom’s valid

quotation. Other minimum o rder an d pack aging qua ntity requi rements may

also apply.

Unless otherwise expressly agreed in writing by Broadcom, Products

purchased and Sof tware li censed ar e only t o be distributed by Broa dcom’ s

authorized dist ributors unless such P roducts and/or Softw are are or will be

integrated in or used in conjunction with Customer’s products which

include or use Broadc om hardware Products. Custome r agrees that it will

not purchase Products and license Software from any source other than

Broadcom or a Broadcom authorized distributor unless such Products

and/or Software are or will be integrated in or used i n conjunction with the

applicable vendor’s product.

3. PRICES

Prices and currency are as stated on Broadcom’s valid quotation. Prices

exclude delivery charges and are valid for the period indicated on the

quotation. If special shipping instructions are agreed Broadcom will bill

additional charges separately.

Prices exclude any sales, value added, GST, withholding, or other tax, or

customs duties or fees, which Customer shall pay in addition to the

purchase price if applicable. If Customer claims exemption from tax,

Customer must provide a certificate of exemption acceptable to the

relevant taxing authority.

Customer shall provide VAT-ID numbers to support VAT exemptions of

intra-community supplies where appropriate as governed by applicable

national legislation. Customer shall notify Broadcom immediately if the

VAT-ID number provided becomes invalid or is changed or amended in

any way. Broadcom reserves the right to retroactively charge VAT if VAT

has been incorrectly exempted.

Broadcom may increase prices of Products and Application Software

scheduled for shipment upon written notice to Customer. Customer may

reject such price increase in writing in which case Broadcom may cease

filling any Customer orders for the affected Products and/or Application

Software with no further obligations to Customer. If Broadcom does not

receive a written rejection within ten (10) days following the notice the price

increase will become effective at the end of such ten (10) days.

4. DELIVERY

Broadcom wi ll endeavor to ship for D elivery on Broadcom’ s acknowledged

delivery date (“Acknowledged Date”). "Delivery" occurs when Broadcom

places Product and/or Application Software at Customer’s or Customer’s

representative’s disposal in accordance with the Incoterms or other

shipping terms s peci fi ed by B roadco m i n its written order ack nowled gmen t .

Broadcom may make partial deliv eries, which may be separately inv oiced.

Delivery delay will not relieve the Customer of its obligation to pay for

Products or Application Software or to accept subsequent deliveries. If

Broadcom ca nnot meet the Ac knowledged Date, Customer an d Broadcom

may agree to alternati v e arrang emen ts . In the abs ence of suc h agre ement ,

Customer’s sole remedy is to cancel any portion of an order that Broadcom

cannot deliver in compliance with the Acknowledged Date.

Any lead times or shipment dates (requested and/or quoted) provided by

Broadcom are estimates only and Broadcom is not liable for any loss,

damage, costs or expens es for a ny fai l ure to deli ver i n acc ordance wit h the

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given lead time or shipment date. Broadcom may deliver the Products in

installments. In the event that Broadcom’s ability to supply Product

becomes constrained, Broadcom may, as Broadcom deems reasonable,

reduce quantities or delay shipments to Customer and may allocate

production and delivery among its customers.

In the event of shipment errors, such as wrong Product, Application

Software, quantity, or shipment to the wrong location, Customer must

notify Broadcom within thirty (30) days from invoice date. Broadcom will

then verify the claim and ship replacement parts or correct the error, as

appropriate.

5. TRANSFER OF TITLE AND ACCEPTANCE

Subject to Section 9, ti tle and risk of loss and damage to Products will pass

to Customer upon Delivery. The Products and Software are deemed

accepted upon Deliv ery. Broadcom reserves, and Custom er hereby grants

to Broadcom, a purchase money security interest in all Products shipped to

Customer (and al l resulting proceeds) until Broadcom receives payment i n

full for those P roducts and any related charges, and any account balance

in Broadcom’s favor, including subsequent claims, has been cleared.

Broadcom may file a financing statement with appropriate authorities to

perfect Broadcom’s security interest. At Broadcom’s request, Customer

shall promptly execute all documents necessary to protect Broadcom’s

interest in the secured property.

6. PAYMENT

Unless otherwise specified, upon Broadcom’s credit approval, payment is

due thirty (30) days from invoice date. Broadcom reserves the right to

charge a fee on late payments cal culated at the rate of two percent (2.0%)

per month or the maximum amount allowable by law, whichever is less,

unless agreed othe rwise. All payments shal l be made in U.S. dollars. Each

shipment (including partial shipments) will constitute an independent

transaction an d wil l be separ atel y i nv oic ed. Customer shall pay for sa me in

accordance with the specified payment terms without regard to other

shipments, de duction, or setoff. Broadcom may change credit or payment

terms at Broadcom’s discretion if Customer’s financial condition or

previous payment record so warrant. Broadcom may discontinue

performance if Customer fails to pay any sum due, or if Customer fails to

cure any other breach of this or any other Broadcom agreement after ten

(10) days’ prior written notice of the breach. Customer shall reimburse

Broadcom any expenses Broadcom incurs in collecting any outstanding

amount due (including without limitation, attorneys’ fees).

7. RESCHEDULED DELIVERY, NO RETURNS

Customer may not c ancel orders o r Delivery of any Product or Appl ication

Software. No reschedule of Delivery is allowed, unless Broadcom gives

prior permission. Customers may not return Products or Application

Software, excep t as provided in Section 8 (Warranty) and as permitted b y

applicable law.

8. WARRANTY

Except as ot herwise required by law, the following war ranties will appl y to

Products and Software paid for by Customer (and not to indirect

purchasers and users):

Broadcom warrants against material defects in the production units of the

Product and workmanship during the Warranty Period. Broadcom further

warrants that, during the Warranty Period, Product will substantially

conform to Broadcom’s relevant published technical or functional

specifications in effect on the date Broadcom ships Customer’s order

(“Specifications”).

Broadcom warrants that Software will not fail to execute its programming

instructions due to defects in materials and workmanship when properly

installed and used on the hardware designated by Broadcom during the

Warranty Period. Broadcom further warrants that, during the Warranty

Period, Software will substantially conform to Specifications. Broadcom

does not warrant that Software will operate in hardware and software

combinations selected by Customer, or meet requirements specified by

Customer.

For purposes of t hi s Sec ti on 8, “Warrant y Peri od” means the pe riod of ti me

beginning with shipment and continuing (i) one year for Product and (ii)

ninety (90) days for Application Software. In the event that Broadcom

confirms defect s or non-co nfor manc e to Spec if ic ati ons during t he Wa rranty

Period, Broadcom wi ll, at i ts option, r epair or repl ace the aff ected Prod ucts

or Application Software, or refund the net purchase price of the affected

Products or Application Software. Customer shall abide by Broadcom’s

policies concerning return of materials.

Some Products may contain remanufactured parts equivalent to new in

performance. Unless Broadcom otherwise agrees in writing, Broadcom

may make process or materials changes affecting the performance or

other characteristics of Product and Application Software. Product and

Application Software supplied after such a change will continue to meet

Broadcom’s published Specifications, but may not be identical to Product

or Application Software supplied as samples or under prior orders.

The above warranti es do not apply t o and Broadcom makes no warranties

with respect to: die, or any other Products or Application Software which

are not finished and fully encapsulated, including prototypes, reference

designs and software; defects resulting from improper or inadequate

maintenance; higher assembly, use with Customer or third party supplied

software, interfacing or supplies; unauthorized modification; improper use

or operation outside of the Specifications; abuse, negligence, accident,

loss or damage in transit; improper site preparation; unauthorized

maintenance or repair. Broadcom does not warrant that any Software is

error free or that Customer will be able to operate the Software without

problems or i nterrupti ons. Broadcom does not warrant that t he Softwar e or

any equipment, sy stem or network on which such Soft ware is used will be

free of vulnerability to intrusion or attack.

PRODUCTS AND APPLICATION SOFTWARE WHICH ARE NOT

FINISHED OR FULLY ENCAPSULATED ARE SOLD STRICTLY “AS IS.”

THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER

WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR

IMPLIED. EXCEPT FOR THE LIMITED WARRANTY STATED IN THIS

SECTION, ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED,

WITH RESPECT TO ANY PRODUCT, SOFTWARE, SERVICE, OR

OTHER ITEMS DELIVERED UNDER THESE TERMS, INCLUDING THE

IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-

INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE

DISCLAIMED.

9. LICENSES

Broadcom and its third party suppliers own and retain all rights, title and

interest in th e Sof t war e. Thi rd party suppliers may p rotec t thei r ri ghts i n th e

Firmware and Application Software in the event of any violation of

applicable license terms. Software provided by Broadcom to Customer is

licensed, not sold.

Subject to Section 2, Broadcom grants Customer a non-transferable,

worldwide, non-exclusive limited license to use, perform, display,

reproduce and distribute the Software in accordance with the

documentation provided therewith and solely as incorporated into, or for

use in connection with, other hardware Products (and not for use on a