TERMS & CONDITIONS OF PURCHASE

 The purchase of products or services ("Products") by LCDTek Ltd (“LCDtek”) and its divisions, subsidiaries, and affiliates are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, non- negotiated document, quote, acknowledgement, or other communication. Pre-printed terms and conditions on any document of supplier (“Supplier”) and/or LCDTek’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. If the parties have a negotiated agreement for the relevant Products, such terms will govern and supersede these terms and conditions.

 1.ORDERS. Any order placed by LCDtek will be made with LCDTek’s standard purchase order form and submitted in writing by fax, or electronic means acceptable to LCDTek (“Order”). The Supplier shall acknowledge LCDTek’s orders in writing or via EDI within one business day of receipt. Order acknowledgments shall contain the Supplier’s promised ship date. All orders will be deemed accepted by the Supplier, as per LCDTek’s requested ship date, if the Supplier does not provide a written notice of rejection within three (3) business days of the receipt of the order. Any partial fulfilment of an order will also be deemed accepted by the Supplier. LCDTek may cancel any order having a clerical error within five (5) business days of placing such an order. LCDTek may change or cancel Orders or reschedule shipment dates for any products ordered, provided that it notifies the supplier at least ten business days prior to the latest confirmed ship date. Where applicable, all products must be shipped in ESD-compliant packaging. Where any government or other regulatory authority prescribes safety or quality regulations with which any products must comply, the supplier shall ensure compliance with such regulations.

 2.APPOINTMENT. The Supplier authorises LCDTek to distribute or resell products purchased under this Agreement within its defined territory.

 3.PRICES. The price for any products will be set forth in LCDTek’s order. LCDTek shall not be liable for taxes with respect to any order other than any sales tax which the Supplier is required by law to collect from LCDTek.

a. In the event that the supplier decreases the price of any product, LCDTek will be entitled to a credit equal to the difference between the net price paid by LCDtek, less any prior credits granted by the supplier, and the new decreased price for the product multiplied by the quantity of such product in LCDTek’s inventory or in transit on the effective date of the reduction.

i. LCDTek shall submit to supplier, not later than sixty business days after receiving notice of such price decrease, a product inventory report as of the effective date, together with a debit memo reflecting the credit described above.

ii. Supplier shall be deemed to have verified the product inventory report and debit memo unless supplier contests the same in writing within sixty (60) business days after receiving such report and memo.

iii. Uncontested debit memos shall be credited to LCDTek’s account as of the effective date of such price decrease.

b. Products shipped on or after the effective date of any price decrease will be shipped and invoiced at the price in effect at the time of shipment.

 c. Products shipped after the effective date of any price increase will be shipped and invoiced at the price in effect at the time of order placement.

 TERMS OF PAYMENT. Payment terms for products purchased in LCDTek’s order shall be sixty days from the end of the month in which the products were delivered. LCDTek. has the right of offset against the supplier for programs, promotions, special pricing, rebates, and for any LCDtek returns as described herein.

 5. DELIVERY AND TITLE. Time is of the essence for delivery of products. The Supplier agrees to deliver products ordered by LCDTek to the location and within the time specified in LCDTek’s order pursuant to the terms of this Agreement. The supplier may not ship before the promised ship date without LCDTek's prior written approval. Supplier agrees to pay premium freight when its delivery will miss the acknowledged ship date. LCDtek may designate the carrier to be used, and, in absence of such specification by LCDTek, the supplier shall select a carrier in its reasonable discretion. The Supplier warrants the title to all products sold to LCDTek and warrants that such products are not subject to security interests, liens, or other encumbrances. Title and risk of loss shall pass at LCDTek’s destination. For the avoidance of any doubt, under no circumstance shall LCDTek be the importer of record for this engagement.

 6.ACCEPTANCE AND PRODUCT RETURN. All products are subject to inspection and testing before acceptance. LCDTek will use reasonable efforts to give the supplier notice of any obvious defects, damage, or discrepancy within thirty business days of delivery. Acceptance will not be deemed a waiver of any warranty hereunder or otherwise provided by law. If LCDTek finds that the products or any part thereof do not conform to the requirements of the order, the supplier will, at LCDTek’ selection either: replace such nonconforming products, accept return for credit at the invoice price, or refund LCDTek’s purchase price for such nonconforming products. Return of Products that are not in conformance with the order (including DOA), over- shipments, recalled products, and shipments rejected due to early or late delivery will be returned freight collect at the supplier’s risk and expense.

 7.DEFECTIVE PRODUCT. Notwithstanding any other provision of this Agreement, LCDTek may return for full credit of LCDTek’s cost of the Product (including, without limitation, cost of assembling, disassembling, transportation, and labour), less any prior credits issued by the supplier, any and all products found to be defective upon delivery, or within a reasonable time thereafter; provided, however, that any such defective products are returned to the Supplier, freight collect, within thirty business days of LCDTek’s discovery of the defect.

8.QUALITY. The supplier will establish and maintain quality control procedures in accordance with ISO 9001 for product manufacturing, handling, and testing, including but not limited to electrostatic discharge sensitivity procedures, FOD compliance to AS9146 applicable to business and other programmes as are necessary to ensure the products, as manufactured and sold to LCDTek are of the highest quality and reliability. Products shall comply with manufacturers published and technical Product specifications and be manufactured/inspected by competent personnel. For all deliveries only one date code or batch number per part is acceptable – unless agreed on the Order. We reserve the right to charge a fee if we receive more than one date code, if not agreed prior to shipping. In case of reported product quality issues advised to the supplier, the supplier will provide necessary returns authorisation and acknowledge receipt of the returned goods together with the timeframe for providing the necessary root cause analysis and permanent corrective actions report. Timeframe for the report should be advised in writing to LCDTek no later than 3 working days following receipt of the returned goods. LCDTek measures the delivery and quality performances of its suppliers.

a) the need to:

— use customer-designated or approved external providers, including process sources (e. g., special processes);
— notify the organization of nonconforming processes, products, or services and obtain approval for their disposition;
— notify the organization of changes to processes, products, or services, including changes of their external providers or location of manufacture— provide  a certificate of conformity, test reports or authorized release certificate, as applicable;
— retain documented information, including retention periods and disposition requirements;
b) ensuring that persons are aware of:
— their contribution to product or service conformity;
— their contribution to product safety;.

 First Article Inspection (FAI): Unless otherwise detailed within the purchase order all FAI's shall be completed in accordance with AS9102 latest revision. It is the responsibility of the supplier to inform LCDTek of any changes, as defined within AS9102 that may result in a FAI is being required” carried out on the products prior to issuing to the Supplier test facility and will provide a summary of any completed inspections and tests if applicable. Any testing should be carried out by the supplier on traceable calibrated equipment by personnel trained and competent as defined in AS6081.

 The supplier may be required to submit a quality plan and/or initial sample inspection report for approval by LCDTek prior to delivery of the product. The supplier and manufacturer will comply with packaging quality norms. Authorised distributors may only provide product from suppliers who they are contractually authorised to. All product supplied must be new and unused. LCDTek will not accept previously returned product. The supplier will approve, retain, and provide copies of manufacturer Certificates of Conformity and Conformance when requested. When a manufacturer’s CofC is not available, the supplier is required to provide a supplier CofC. The Supplier CofC shall state that the Goods supplied have been sourced, procured, and processed in accordance with the terms of the order. Records of conformity /inspection /test to be retained for a minimum of 10 years.

(a)SHELF LIFE. Where the product shipped has a shelf life, this information must be detailed on delivery documentation.

(b)SERIAL NUMBER. Where the product supplied has a serial number this must be detailed on the delivery documentation.

(c)FLOW DOWN OF APPLICABLE REQUIREMENTS. Where LCDTek specific Order requirements exist, these should be flowed down the supply chain, as applicable, including any special and/or specific customer requirements.

 9.COUNTERFEIT MITIGATION. LCDTek reserves the right to quarantine suspect counterfeit, fraudulent and counterfeit products. (Suspect counterfeit – evidence exists that the product may be fraudulent or counterfeit. Fraudulent – product was misrepresented as meeting LCDTek requirements; includes used products represented as new products. Counterfeit – fraudulent product that has been confirmed as being a copy, imitation or substitute that has been represented, identified, or marked as genuine, and/or altered by a source without legal right with intent to mislead, deceive or defraud.)

 Payment, for such product will be withheld until the original component manufacturer or appropriate body confirms the results, which may result in the product being destroyed and supplier details reported to the appropriate authorities. Disclosure of the source and location of the supply chain will be provided by the supplier when requested. Where payment is made in advance, full reimbursement will be required including any 3rd party testing charges incurred by LCDTek. the supplier shall be liable for all costs relating to the removal and replacement of counterfeit goods, including without limitation, the purchaser's costs of removing counterfeit goods, of reinserting replacement goods and of any testing necessitated by the reinstallation of goods after counterfeit goods have been exchanged. The supplier must implement processes within their supply chain to control counterfeit and/or suspect work and ensure that counterfeit and/or suspect work is not delivered to or incorporated in any of the supplier’s product or work. If the supplier changes the route of supply between quoting and receiving the order from LCDTek and must purchase materials from a new and unauthorised source, then the supplier must provide LCDtek with a new quotation and a risk assessment in relation to the new supply chain.

A supplier providing test facilities will issue a test report covering requirements detailed on the LCDtek order. If it is not possible to carry out the testing required on the order this should be confirmed on the order acknowledgement and LCDtek may accept the reduced testing, which will result in an amended order being issued. The test report will include details of any suspect/fraudulent/counterfeit products found in connection with the ordered inspections and/or tests. The reporting of any suspect/fraudulent/counterfeit products that were not requested on the order will be supplied as information only. LCDTek may provide results from any tests previously.

 10.END OF LIFE. If the supplier discontinues any products or makes any products obsolete, the supplier will notify LCDTek at least ninety business days prior to the effective date of such change. LCDTek will then notify the supplier of the affected products in its inventory for suppliers repurchase. All end of life products will be subject to the return policy in Section 6. Furthermore, the supplier will grant LCDTek the right of a lifetime buy upon request.

 11.WARRANTY. (i)The supplier guarantees LCDTek that the design, construction, and quality of the products shall comply in all respects with all requirements of any statutory regulation, order, contractor any other instrument having the force of law, which may be in operation at the time when the products are supplied. (ii) The supplier warrants the products in accordance with the greater of the following: (i) the manufacturer’s standard warranty, (ii) the warranty that is publicly posted on manufacturer’s website, (iii) the warranty that is required by local law, or (iv) 24 months for those purchases originating from Asia or the European Union. LCDTek is authorised to pass this warranty through to LCDTek's customers and to its end users. The warranty period as set forth in this Section 9 shall begin to run with respect to LCDTek’s customers and any end user upon delivery of the product to the end user. Any product to be returned under the terms of the warranty may be shipped to the supplier from LCDTek. The supplier shall indemnify LCDTek for any liability related to a breach of warranty. (iii) The supplier warrants that the products provided to LCDTek by the supplier are new and unused, unless agreed in writing on LCDTek’s official purchase order. (iv) Delivery of any product by the Supplier to LCDTek shall constitute a warranty by the supplier that the product conforms to the manufacturer's specifications.

 12.SOCIAL RESPONSIBILITY. The supplier assures LCDTek they will comply with international ethical standards, so product must have been produced lawfully, through fair and honest dealing; without exploiting the people who made them; in decent working conditions and without damaging the environment. If the supplier is sourcing products from third party companies, it is incumbent on the supplier to ensure the third-party supplier complies with these standards.

 13.CONFLICT MINERALS. The supplier represents and warrants that any gold, tantalum, tin or tungsten included in the products provided to LCDTek by the supplier either (i) came from recycled or scrap sources or (ii) did not originate in the Democratic Republic of the Congo or an adjoining country. Supplier will provide information and supporting documents to this effect and any other international ethical related information as reasonably requested by LCDTek.

 14.UK BRIBERY ACT 2010. LCDTek will not tolerate any form of bribery by, or of, its employees, agents and consultants or any person or body acting on its behalf. The supplier shall neither induce an employee of LCDTek to make any concession to the supplier, issue the order or alter any of the requirements of the order in return for any gift, money or other inducement; nor pay money or give any other benefit to any third party (either directly or indirectly) in connection with the negotiation and/or issue of the order; nor encourage an employee of LCDTek to commit any act of dishonesty against the purchase which may benefit the employee or be a detriment to LCDTek or both.

 15.ORIGINAL MANUFACTURE PARTS. Supplier represents and warrants that it is either the original equipment manufacturer (“OEM”), original component manufacturer (“OCM”), or a franchised or authorised distributor of the OEM/OCM for the products; or if supplier is not the OEM/OCM or a franchised or authorised distributor of the OEM/OCM, then supplier confirms by acceptance of orders hereunder that the products have been procured from the OEM/OCM or a franchised or authorized distributor of the OEM/OCM. All unless Astute specifies otherwise in writing on their official purchase order.

 16.SERVICES PERFORMED ON SITE. Where applicable, any supplier's equipment located on LCDTek’s site always remains the risk of the supplier, which shall insure such equipment against all risk of lossor damage. LCDTek accepts no liability for any loss of or damage to the supplier’s equipment, however caused, including through LCDTek's negligence.

 17.INTELLECTUAL PROPERTY. (i) The supplier warrants that all product purchased hereunder, and the manufacture, sale, or use thereof, do not and will not violate or infringe upon any patent, copyright, trademark, trade secret, or other intellectual property right of any third party. (ii) The supplier will indemnify, defend, and hold LCDTek, its successors, assigns, customers and end-users harmless against all losses, damages, costs and expenses (including reasonable legal fees and costs of establishing rights to indemnification and any settlement) based on any claims, demands, suits, proceedings and actions (“Claim”) in connection with any alleged infringement of any patent, copyright, trademark, trade secret or other intellectual property right of a third party, including any claims that the product, or the process, design, or methodology used to manufacture the product, infringes any third party patent, copyright, trademark, trade secret or other intellectual property rights. (iii) LCDTek will provide the supplier with written notice of any such Claims, grant full authority to the supplier to defend and settle such claims, and upon the supplier’s request, provide reasonable assistance and information, at supplier’s cost and expense. (iv) If a Product becomes the subject of a claim or LCDTek is enjoined from selling or using a product, supplier will:(a)procure for LCDTek the right to sell and use the Product; (b) provide LCDTek with replacement or modified product that is non-infringing; or(c) If the supplier is unable to provide the remedies above, refund the full purchase price for such product.(d) Intellectual Property Rights (IPR) of either party or any third party used in performance of this agreement shall remain the property of such party, and except as set forth in this section, nothing in this agreement shall transfer or be deemed to transfer the intellectual property rights of either party or any third party.(e) All documents, drawings, specifications, information, patents, patent applications ,inventions, developments or processes or any copyrightable material originated and developed by supplier specifically for LCDTek under this Agreement ("Work Product"), except for any Supplier IPR contained within such Work Product, shall be owned by LCDTek. Supplier hereby grants LCDTek a worldwide, non-exclusive, royalty- free, perpetual, without the right of sublicense, license to use Supplier's IPR, which is used in performing under this agreement. (f) All specifications provided by LCDTek, and all IPR in or arising out of them and from the Work Product, shall vest in and remain at all times the property of LCDTek. Such specifications may only be used by the supplier as necessary to perform under this agreement. (g) At the request of and at no additional cost to LCDTek, the supplier shall promptly do all such things and sign all documents necessary in the opinion of LCDTek (a) to vest all IPR in or arising out of any Work Product in LCDTek, absolutely and (b) to enable LCDTek to defend and enforce its IPR.

 18.GENERAL INDEMNIFICATION. The supplier will indemnify, defend and hold LCDTek harmless of and from any and all liabilities, losses and damages (including costs, expenses and legal fees, and costs of establishing rights to indemnification) resulting from any claim of any LCDTek’s customers or any third party (including employees of LCDTek or the supplier), for any claim including: (a) death or personal injury; (b) breach by supplier of any warranty, representation, or covenant under this Agreement; (c) breach of contract; (d) non-compliance with requirements hereunder or applicable laws, regulations, directives, or ordinances; or (e) damage to property arising out of, or in any way connected with, the products or the sales, distribution, use or operation thereof.

 19.LIMITATION OF LIABILITY. LCDTek will not be liable for indirect, special, incidental, or consequential damages of any nature arising out of or related to the orders or any termination or rejection, or revocation of acceptance of the orders, including without limitation or business interruption costs, re -procurement costs, loss of profit or revenue, promotional or manufacturing, overhead, injury to the reputation of the supplier or loss of customers, even if LCDTek has been advised of the possibility of such damages. In no event will LCDTek’s liability exceed the price set forth in the order.

 20.USE OF TRADEMARKS/TRADENAMES. LCDTek is authorised to use the supplier’s trademarks, tradenames and logos in connection with LCDTek’s sale of products. LCDTek will have the right to pass on this right of usage to its reseller customers.

 21.CONFIDENTIALITY. If either party receives from the other party written information marked “Confidential” and/or “Proprietary”, the receiving party agrees not to use such information except in the performance of this agreement, and to treat such information in the same manner as it treats its own confidential information. The obligation to keep information confidential shall not apply to any such information that has been disclosed in publicly available sources; is, through no fault of the party receiving the confidential information, disclosed in a publicly available source; is in the rightful possession of the party receiving the confidential information without an obligation of confidentiality; or is required to be disclosed by operation of law. Except as otherwise provided herein, the obligation not to disclose shall be for a period of one year after the disclosure of the Confidential Information.

 22.EXPORT. Supplier acknowledges and agrees that LCDTek may export products as allowed by the export control laws, regulations and orders of the United Kingdom and other countries to which it may ship products. The parties shall observe and comply with all applicable laws, rules, and regulations applicable to the performance of their respective obligations under this Agreement.

 23.GOVERNMENT CONTRACTS. If LCDTek’s customers elect to sell the supplier’s products (including supplies, software, documentations, or services) to the UK Government or to a prime contractor selling to the UK Government, the products are “commercial items” as that term is defined at 48C.F.R. 2.101. Supplier will comply with provisions of FAR 52.244-6, Subcontracts for Commercial Items and Commercial Components. Should U.S. Government end users acquire products that consist of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212, their rights will be consistent with those rights set forth in 48 C.F.R.12.212 which generally limits their rights to the licenses customarily provided by supplier to the public. Supplier will also comply with the provisions of DFARS 252.211.7003. Supplier will also provide the information necessary to assist LCDTek with analysis of DFARS 252.225-7014 (Alt 1), Preference for Domestic Specialty Metals (Berry Amendment) and other applicable federal statutes. Supplier will make a good faith effort to determine whether forced or indentured child labour was used to mine, produce, or manufacture any products furnished under this agreement. Supplier may be required to certify that it is not aware of any such use of child labour.

 24.STATUTORY CONFORMANCE. With respect to the products ordered under this agreement, the supplier warrants and agrees that it has complied with all applicable national and local laws, codes, and requirements. The supplier especially warrants that all products supplied to LCDTek comply with all applicable laws in the EU and transposed directives into national laws in the member states, e.g. environmental legislation such as substance regulation RoHS / REACH, technical conformity CE and waste management. The supplier shall undertake to comply and bear all costs for the compliance with the current and applicable EU legislation. Supplier agrees to indemnify and hold harmless LCDTek, its successors and assigns, and the customers of any of them, from all loss, damages, costs, and expenses (including reasonable legal fees and costs of establishing rights to indemnification) which may be incurred by non-compliance of the supplier with this paragraph. LCDTek reserves the right to return any non-compliant product at the expense of supplier.

 25.OZONE DEPLETING SUBSTANCES. LCDTek reserves the right to reject any products containing or manufactured with substances identified as a Class I or Class II ozone depleting substances by the UK government, whether such products shall be required to bear labelling.

 26.RIGHT OF ACCESS & VERIFICATION. LCDTek and its customers and any regulatory bodies have the right to access the supplier’s premises, records, and any company in the supply chain in order to verify compliance to orders and their related requirements. Where specified in the order, LCDtek have the right to verify at the supplier’s premise or any company in the supply chain that the product conforms to specified requirements. Any verification carried out by LCDTek will not remove the supplier’s responsibility to provide acceptable product, nor will it stop the rejection of product by LCDTek.

 27.GENERAL

1.This agreement shall be governed, construed, and enforced in accordance with the laws of the country where LCDTek entity is located. The courts of the Governing Country shall have jurisdiction and venue over all controversies arising out of, or relating to, this agreement. If the governing country is the United States of America, the laws and courts of the State of Arizona will apply without reference to Arizona’s conflict of laws principles; and the state or federal courts of Arizona shall have jurisdiction and venue over all controversies arising out of, or relating to, this agreement. The United Nations Convention for the International Sale of Goods shall not apply.

 2.Supplier may not assign this agreement without the prior written consent of LCDTek, This Agreement is binding on successors and assigns.

 3.This agreement can only be modified in writing signed by authorised representatives of both LCDTek and supplier.

 4. LCDTek and supplier are independent contractors and agree that this agreement does not establish a joint venture, agency relationship, or partnership.

 5.LCDTek’s failure to object to any document, communication, or act of supplier will not be deemed a waiver of any of these terms and conditions. Notwithstanding any other remedies provided in this agreement, LCDTek retains all rights existing at law or equity, and LCDTek’s failure to affect cover does not bar it from any other remedy.

 6.The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.

 7.LCDTek is not liable for failure to fulfil its obligations under this agreement due to causes beyond its reasonable control (for example: acts of nature, acts or omissions of the supplier, operational disruptions, man-made or natural disasters, epidemic medical crises, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labour or materials through its regular sources).

 8.Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses, and supplier will comply with such rights.

 9.Supplier and LCDTek will comply with applicable laws and regulations. Supplier shall collect, process, and transfer all personal data in connection with this agreement in accordance with the applicable privacy laws and regulations.

 10.All obligations and duties that shall by their nature extend beyond the expiration or termination of these Terms and Conditions, shall survive and remain in effect beyond any expiration or termination.

 11.In the event of any act of God, government order, rule or decision, fire, war or armed conflict or the serious threat of the same, or any other case beyond the reasonable control of the parties hereto, preventing such party from discharging its obligation under this agreement, neither party shall be in default or liable to the other party to the extent that performance is prevented, hindered or delays by such an event. The party invoking Force Majeure shall promptly inform the other party and keep the other party reasonably apprised of the development. The party having declared Force Majeure shall be held to co-operate in any reasonable manner to mitigate the consequences of such Force Majeure. In case of Force Majeure affecting supplier’s production, LCDTek shall not be less favourable treated than suppliers other customers, agents, etc. Should Force Majeure circumstances continue to prevent the servicing of the present agreement for more than three consecutive months, either party shall have the right to terminate the agreement with immediate effect. Should supplier enforce Force Majeure with respect to material for which LCDTek has already engaged transport or storage capacity, supplier shall reimburse for the reasonable costs incurred, such as dead freight or cancelling charges. Upon termination of such circumstances of Force Majeure, LCDTek may demand delivery of the affected non-delivered quantities by supplier at the terms of contract within a reasonable period. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.