Standard Terms and Conditions of Sale

These Standard Terms and Conditions of Sale (“Terms”) govern the sale of Products and Service by Qbic Technology Co., Ltd. and its subsidiaries (“Seller”) to the purchaser of such Products (“Customer”).


“Product(s)” means any standard hardware, consumables and accessories sold and Software, but NOT including Products manufactured or configured to meet Customer requirements (“Non-standard Products”). Non-standard Products also includes standard Product(s) that has been specially designed or modified to meet a particular Customer specification, or that has been assembled, manufactured by any different method or process.

“Software” means one or more firmware, computer programs, whether stand-alone or embedded, bundled with the Products, and its related documentation.

“Service” means any standard support service to support Products, Software updates and maintenance, training, or Service adapted to meet Customer requirements.



Unless Customer and Seller have signed a specially negotiated agreement, these Terms (a) shall apply to any accompanying quotation for sale of Products by Seller to Customer or any document to which they are attached or referenced, whether gratuitous or otherwise, and (b) are deemed to be immediately incorporated into such quotation or document. Each quotation is expressly made conditional on Customer’s acceptance of these Terms without deviation. These Terms are also deemed to prevail over any standard terms and conditions of the Customer.

Seller hereby objects to and rejects any additional or different terms proposed by Customer, including those terms contained in Customer’s purchase order, award letter, order release, scheduling document or other documents, unless Seller expressly agrees to such terms in writing. Seller’s fulfilment of Customer’s order or any other conduct does not constitute acceptance of any of Customer’s terms and conditions and does not serve to amend or modify these Terms. Notwithstanding the foregoing, if there is any conflict between these Terms and the Seller’s quotation for the sale of any Products, the terms of such quotation shall prevail.



Each quotation is available for Customer’s acceptance within the period or by the date specified in such quotation or, when no period or date is specified, within thirty (30) days from the date of the quotation. Notwithstanding the foregoing, Seller shall be permitted to deliver a written notice to Customer to withdraw or revoke a quotation at any time prior to Seller’s receipt of Customer’s acceptance of such quotation.

Seller’s quotation shall not be disclosed by Customer to any third party or used by Customer in any way to request for quotation for similar Products as those quoted by Seller.

Any of the following acts by Customer shall constitute its acceptance of a quotation and these Terms in its entirety: (a) upon Seller’s receipt of the quotation signed by Customer or other written indication of acceptance by Customer; (b) issuing a purchase order for Products on the same price as reflected on the face of the quotation; (c) accepting delivery of Products; or (d) by other conduct which fairly recognizes the existence of a contract for the purchase and sale of Products.

Seller is entitled to accept or reject: (i) any order received from Customer which is not a response to Seller’s quotation; or (ii) any order or written response to Seller’s quotation received from Customer which deviates from the terms contained in such quotation and/or these Terms. Seller is only deemed to have accepted and be bound by an order or response to a quotation if it issues a written confirmation to Customer (“Order Confirmation”). Prior to the Order Confirmation, Seller may at any time, correct any typographical, clerical or other error or omission in the quotation issued without incurring any liability.



Unless otherwise stated, price(s) quoted are in United States Dollars and exclude any applicable sales, value added or similar duties and taxes payable by Customer. All such duties and/or taxes shall, where Seller is required by law to pay or collect them, be added to the invoice as separate charges by Seller and paid by Customer unless a valid tax exemption certificate is provided by Customer to Seller prior to the delivery of Products. To the extent Customer is required to withhold or deduct any taxes from payments due to Seller, Customer shall use reasonable commercial efforts to reduce such tax to the maximum extent possible giving effect to the applicable tax treaty and shall furnish Seller with such evidence as may be required by Seller’s tax authorities to establish that such tax has been paid so that Seller may claim any applicable tax credit.

Seller has the right to adjust prices to take into account any increase in the cost of materials, metals, fuels, labor, storage, transportation or other production-related costs (including manufacturing, treating, coating and plating costs), any revision of the applicable duties or taxes, any change in the delivery dates, quantities or specifications for the Products, any currency regulation and/or foreign exchange fluctuations. Cost of non-standard packaging is not included in the price of Products and any corresponding additional costs shall be charged separately to Customer. Seller will exercise reasonable care in packaging Products for shipment and no responsibility is assumed by Seller for delay or damage after delivery.

The quoted price(s) assume that (a) each order will meet the applicable minimum order quantity (MOQ) requirements and the delivery dates will take into account applicable lead times. Any costs for overtime hours owing to excess order amounts or expedited delivery may be separately charged and payable as agreed between Customer and Seller.



Unless otherwise agreed in writing between Customer and Seller, delivery of Products shall be Ex Works (Seller’s Factory in Taiwan), Incoterms 2020. Carriage of Products may be arranged by Seller on Customer’s behalf but shall be at Customer’s sole risk. Seller will use commercially reasonable efforts to meet Customer’s requested delivery dates provided that Customer has complied with Seller’s applicable lead time requirements and provided all necessary documentation or information sufficiently prior to the agreed delivery date.

Seller shall have the right to revise the applicable lead time (including the procurement lead time and production lead time) for any Product due to any delay, shortage, interruption or inability to obtain or use necessary materials, resources or equipment.

Customer agrees that failure to deliver by an estimated delivery date shall not give Customer any right to claim compensation, nor impose any responsibility or liability on Seller. If for any reason Customer postpones or fails to accept delivery of any of the Products when due, or if Seller is unable to deliver the Products at the delivery point because Customer has made changes thereto or has not provided appropriate or timely instructions, documents, licenses or authorizations:

(a) The Products shall be deemed to have been delivered on the original delivery date (“Deemed Delivery”);

(b) Risk of loss, damage and/or degradation to the Products shall pass to Customer upon Deemed Delivery;

(c) Seller may, at its discretion and without prejudice to any other rights which Seller may have against

Customer, without notice and without any responsibility whatsoever attaching to Seller, and at the sole risk and expense of Customer, store the Products until Customer picks them up, and Customer shall be liable for all related costs and expenses (including, without limitation, charges relating to sorting, preservation, delivery, storage, insurance and ancillary administrative charges) (the “Storage Charges”);

(d) Seller shall be entitled to invoice Customer for the purchase price of the Products as well as all accrued Storage Charges;

(e) Seller shall be entitled to refuse actual delivery of the Products to Customer until the purchase price and the Storage Charges have been paid in full without any deductions whatsoever.

Where Seller’s access to resources (including but not limited to materials and equipment), supply of the Products or means of production is limited or insufficient to meet its customers’ full requirements or the delivery schedule, or in the event of any Force Majeure (as defined in Clause 9), Seller may allocate its resources or supply to its customers on any basis in its sole discretion without assuming any liability whatsoever to such customers.



Subject to these Terms, title and risk of loss passes to Customer upon delivery of the Products at the delivery point. As a collateral security for the payment of the purchase price of the Products, Customer hereby grants to Seller a lien on and security interest in and to all of

the right, title, and interest of Customer in, to and under the Products, wherever located and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.



Unless otherwise agreed or indicated by the Seller in its quote, invoice or any acknowledgment documentation, payment terms are TT/Advance net and in any case prior to deliverance of any Product and/or Service, without deduction or deferment, on account of any claim, counterclaim or set-off. Any dispute as to the amount or accuracy of any invoice issued by Seller shall be raised by Customer within seven (7) days from the invoice date, failing which, Customer is deemed to have conclusively accepted that the invoice is complete and accurate.

Seller shall have the continuing right to review Customer’s payment record, creditworthiness and financial condition, and Customer agrees to provide such financial information (including but not limited to Customer’s latest audited financial statements) as may be reasonably requested by Seller for the purpose of such review. If (a) Customer fails to provide the requested financial information to Seller on a timely basis, (b) Customer is in default of its payment obligations or any other obligation, or (c) in Seller’s sole opinion, Customer’s creditworthiness or financial condition has become unsatisfactory, then Seller may, in its sole reasonable discretion and with a prior notice, carry out one or more of the following:

(i) require full or partial payment in advance as a condition for delivery; (ii) change or cancel any discount or credit which may have been granted to Customer; (iii) suspend, delay or cancel any delivery or performance of any other obligation by Seller; (iv) reject any purchase order or release schedule issued by or on behalf of Customer; (v) require payment assurances such as a guarantee, letter of credit or security; or (vi) require any other remedial measure as may be satisfactory to Seller. Seller shall not be liable for, and Customer shall hold Seller harmless from, any costs or losses resulting from or in connection with any measure taken by Seller as contemplated under sub-clauses (i) to (vi) in the preceding paragraph of this Clause.

Payment by Customer of non-recurring charges (as may be made to Seller for special design, engineering work or production materials) shall not convey title to any design, engineering work or production materials, and title shall remain in Seller, unless otherwise agreed in writing between Customer and Seller.



Seller shall not be liable for any failure or delay in performing any of its obligations if such failure or delay is directly or indirectly caused by a Force Majeure event. A “Force Majeure” event means any event or circumstance that is beyond the control of Seller including without limitation: (a) explosion, fire, flood, earthquake, severe weather or acts of God; (b) war, invasion, terrorism, sabotage, piracy, riot or other civil unrest; (c) laws, orders, restrictions, embargoes or blockages; (d) national or regional emergency; (e) nuclear, chemical or biological contamination; (f) disease or medical outbreaks, epidemics, pandemics or plagues(COVID); (g) injunctions, strikes, lockouts or other industrial disturbances; (h) delay by carrier, or inability to obtain or use the necessary transportation, infrastructure, energy, power, water or any public utility services; (i) delay, shortage, interruption or inability to obtain or use the necessary products, materials, resources or equipment; (j) cyberwarfare, ransomware or other cyberattacks; or (k) other causes whether similar or dissimilar to the foregoing beyond the control of Seller. If Seller’s inability to perform continues, or is reasonably expected to continue for a (1) month, Seller is entitled to cancel all or any part of the impacted orders previously confirmed, without any liability to Customer.



Unless otherwise agreed between Customer and Seller, subject to the terms hereof, Seller warrants to Customer that, at the time of delivery, the Products will conform to the agreed specifications and will be free of defects in workmanship for a period of one (1) year from the delivery date. Customer shall inspect or test the Products for any breach of the foregoing warranties within ten (10) business days after delivery. If Customer does not conduct such inspection or testing within the aforesaid timeframe or does not initiate a Return Materials Authorization (“RMA”) within the timeframe stated below, the Products shall be deemed to conform to the warranties herein.

If a Product does not meet the foregoing warranties, Customer shall promptly notify Seller in writing to initiate a RMA. As part of the RMA process, Customer shall notify Seller in writing the reason (specific defect), underlying data and other information that supports the return as well as the legal basis, amount of the claim and quantity and type of Product it would like to return. If there is any missing information relevant to the return, Customer shall support Seller in gathering such missing information. At Seller’s request, Customer will return the Products, with freight prepaid to a location designated by Seller. Seller will assess the returned Products to verify warranty coverage.

To be eligible to make any claim under or in connection with these Terms, Seller shall be permitted to participate in any root cause analysis conducted in connection with such claim. If Seller verifies that any returned Products fail to conform to the warranties set forth by Seller, Seller’s sole liability shall be at Seller’s option, to repair or replace such Product, or issue a credit or rebate of the purchase price. Seller shall not be liable for any claim under or in connection with these Terms unless it is allowed to complete the investigations set forth in this Clause and agrees in writing to the quantum and extent of damages apportioned to it after completing such investigations. Warranty repair, replacement or re-performance by Seller shall not extend or renew the applicable warranty period.

Notwithstanding the expiration of the warranty period, Customer and/or its authorized users/customer, on which the Products are installed may voluntarily or pursuant to a government mandate make an offer to remediate a defect that relates to safety or to comply with any applicable Law, safety standard or guideline (a “Recall”). Seller will be liable for losses associated with the Recall to the extent the Recall is based upon a reasonable determination that the Products fail to conform to the warranties set forth by Seller.

The warranties shall not apply if: (i) the Products have been damaged by neglect, improper installation, storage or maintenance, misuse, handling or operation of the Products by Customer or any third party or for other reasons not attributable to Seller; (ii) the Products have been submitted to abnormal conditions (including but not limited to mechanical, electrical or thermal conditions) during transportation, storage, installation or use; (iii) the Products are used for a purpose not defined in the agreed specifications or in a non-standard environment requiring a robustness not documented in the agreed specifications; (iv) Products are sample, prototype, pre-production and/or non-qualified Products; (v) defect results from materials, equipment or tooling provided by Customer and/or its affiliates, or customer or supplier of Customer and/or its affiliates; (vi) defect results from design, specifications or instructions of Customer and/or its affiliates, or customer or supplier of Customer and/or its affiliates, for such Product; (vii) Customer fails to notify Seller of a particular defect within five (5) business days after discovery; or (viii) there are outstanding payments due and unpaid by Customer. Furthermore, the warranties herein shall not apply if Customer or any third party attempts to repair or replace the nonconforming Product without Seller’s written authorization.

The warranties herein are exclusive and are given and accepted in lieu of all other warranties, conditions or terms, express or implied (including but not limited to warranties relating to epidemic failure, whether the products are merchantable and/or of satisfactory quality, fitness for a particular purpose, use or functionality, or non-infringement.



Each party shall retain ownership of all Confidential Information and intellectual property it had prior to the contract. Customer grants Seller a global, fully paid, royalty-free, non-exclusive license to Customer’s Confidential Information or Intellectual Property, necessary to enable Seller to perform its obligations under these Terms. All new intellectual property conceived or created by Seller in the performance of the Terms, whether alone or with any contribution from Customer, shall be owned exclusively by Seller. Customer agrees to deliver assignment documentation as necessary to achieve that result. Customer shall defend and hold Seller harmless from any action, civil or criminal, brought against Seller by any third party, for any claim arising out of or in connection with (a) the manufacture, sale and/or supply by Seller of any Products which have been manufactured to specifications, drawings, designs or instructions provided by Customer, and/or (b) Seller reproducing any specifications, drawings, designs, logos, marks or emblems provided by or in accordance with the instructions of Customer, to facilitate the manufacture, sale and/or supply of the Products by Seller to Customer. Customer agrees to further hold Seller harmless from all expenses, judgments, damages or losses resulting from such claims.

Seller will own all intellectual property rights, title and interest in or pertaining to all Products and Services delivered to Customer under these Terms. The supply of Products by Seller does not grant Customer any right or license under patent, copyright or other intellectual property right, now or hereafter owned or controlled by Seller, to make or have made the Products.



Seller shall not be liable to Customer for any lost profits or lost savings, penalties, indirect, incidental, punitive, special or consequential damages whether or not such damages are based on tort, warranty, contract or any other legal theory, even if seller has been advised, or is aware, of the possibility of these damages.

To the extent permitted by applicable law, in no event shall Seller’s aggregate liability arising out of all transactions between Customer and Seller, whether based upon contract (including breach of warranty) or tort (including negligence or misrepresentation) or under statute or otherwise exceed the greater of the total purchase price that Seller has received from Customer for the product from which the claim arises, in the calendar year immediately preceding the event giving rise to the claim.



Customer may direct Seller to obtain materials, components, equipment, or services from Customer named, appointed and/or directed third parties (“Customer Directed Supplies”) for use in the provision of the Products. Seller shall not be responsible to Customer for any warranty or other claims arising from such Customer Directed Supplies or from the failure of such third party to timely provide such supplies.



Seller shall be discharged of any and all liability whatsoever unless notice of any alleged breach, such notice being a condition precedent to any liability on the part of Seller, is received in writing by Seller within thirty (30) days of Customer being made aware of such breach (except for breach of warranty which notice is to be provided within five (5) business days after discovery of the defect) and Seller is allowed reasonable opportunity to verify and correct such breach, and any lawsuit relative to any claim must be filed subject to any mandatory limitation period under the applicable law.



Customer acknowledges that all technical, operations, commercial and financial information disclosed in any form whatsoever to Customer by Seller the confidential information of Seller is. Sharing this confidential information with Customer does not constitute a transfer of ownership or authorization to disclose by Customer or confer any Intellectual Property rights of any nature therein. Such confidential information is intended only for evaluation purposes and should not be shared with any individual or entity not directly bound by a confidentiality agreement with Seller. If such confidential information is no longer required to be used by Customer, other than in connection with the transactions contemplated under the respective agreement(s) entered into between Customer and Seller, then it must be returned to the sender promptly on written demand, and not used for any other purpose. Each of Customer and Seller may collect, store and process personal data from each other in relation to a transaction under these Terms and may transfer such personal data outside the jurisdictions where Customer and/or Seller is located. Customer agrees that such personal data will be used and retained for the purposes related to the performance of these Terms concerning the Products sold and in accordance with applicable data privacy laws.



Each party shall comply with all laws applicable to the performance of its obligations under these Terms. If the delivery of Products or technology under these Terms is subject to the granting of an export or import license by any relevant authority under any applicable law or regulation, or otherwise restricted or prohibited due to export or import control laws or regulations, Seller may suspend its delivery obligations and Customer’s rights regarding such delivery until such license is granted or for the duration of such restriction and/or prohibition, respectively, and Seller may even terminate any contract related to such Products, without incurring any liability towards Customer. Customer shall comply fully with all applicable U.S., E.U. and other national and international export control laws and regulations, sanctions and embargoes (collectively, the “Applicable Export Control Laws”).

Customer shall not directly or indirectly provide, sell, supply, export, re-export, import, lease, loan, consign, divert, transfer or otherwise dispose of any Products received from Seller to any party or destination or for any purpose, activity or use prohibited by the Applicable Export Control Laws without obtaining the prior license, permit, authorization or exemption from the relevant authorities. Customer shall promptly provide Seller with complete and accurate information and documentation as may be required by the relevant authorities for compliance with the Applicable Export Control Laws, including but not limited to the ECCN (Export Control Classification Number) and CCATS (Commodity Classification Automated Tracking System) number, and any relevant license, permit, authorization or exemption that is available to or may be relied upon by Customer. To the extent required under the Applicable Export Control Laws, Customer shall screen all its business partners and customers against all relevant official lists of persons denied export privileges or who are subject to

export, trade or financial sanctions (including but not limited to the U.S. Treasury Department OFAC’s Specially Designated Nationals And Blocked Persons List, the U.S. Department of Commerce Bureau of Industry and Security’s Denied Persons List and Entity List, U.S. Department of State Directorate of Defense Trade Controls Debarred Parties Lists, and the E.U. Consolidated List) before providing or agreeing to provide any Products to any party.

Customer represents, warrants and undertakes to Seller that all Products supplied by Seller to Customer are not intended to be used and shall not be used, directly or indirectly, for any military or defense purpose or in the production of any arms, weapons or defense technologies (including but not limited to nuclear, chemical or biological weapons or missile technology), and Customer shall indemnify and hold Seller harmless against any damages, costs, losses and/or liabilities arising from Customer’s non-compliance with the foregoing.

Seller’s right to supply certain Products to Customer is subject to and conditioned upon the Applicable Export Control Laws, and that Seller shall have no liability to Customer or any other party for acting in a manner which Seller deems to be in compliance with the Applicable Export Control Laws.



Without prejudice to any rights or remedies Seller may have under these Terms or at law, Seller may, by written notice to Customer, terminate with immediate effect any contract in whole or in part, without any liability, if: (a) any proceedings in insolvency, bankruptcy (including reorganization), liquidation or winding up are instituted against Customer, or a trustee or receiver is appointed over Customer, or any assignment is made for the benefit of creditors of Customer; or (b)

Customer commits a material breach of the contract which does not otherwise have a specified contractual remedy, provided that Seller shall first provide Customer with detailed written notice of the breach and of Seller’s intention to terminate the contract, and Customer shall have failed, within thirty (30) days after receipt of the notice, to commence and diligently pursue cure of the breach.

If Seller exercises its right to adjust prices in accordance with Clause 3 but Customer disputes such price adjustment, where the parties cannot reach an amicable resolution after a reasonable period of negotiations in good faith, Seller shall be entitled to terminate the contract in whole or in part, without any liability.

Upon cancellation, expiration or termination of any contract, (i) all payments to be made by Customer under the contract shall become immediately due and payable, and (ii) any provisions of these Terms which by their nature, whether express or implied, are intended to survive the expiry or termination of the contract (including but not limited to the following provisions: Warranty, Intellectual Property, Limitation of Liability, Notice of Claim and Time Bar, Confidentiality and Privacy, Termination, Notices, Governing Law and Jurisdiction), shall survive.



In the event Seller intends to discontinue the manufacture and sale of any Product, Seller shall give at least six (6) months prior written notice to Customer. At any time during such six (6) month period (the “Discontinuance Period”), Customer may place a last time purchase order for Products, provided the requested delivery dates are in compliance with the applicable Products lead-time and the last requested delivery date for such Products is not more than three (3) months after the end of such Discontinuance Period.



Customer and Seller are independent contractors, and nothing contained herein makes either party the agent or legal representative of the other party for any purpose. Neither party has authority to assume or create any obligation on behalf of the other party. If any provision(s) of these Terms is held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, the holding or action shall not negate the validity or enforceability of any other provisions of these Terms. The failure or delay by Seller to exercise any right or remedy arising from these Terms, shall not operate as a waiver of the right or remedy; and no single or partial exercise of any right or remedy will preclude any other or future exercise of the right or remedy or the exercise of any other right or remedy arising from these Terms or by law.

Seller may assign or novate, in whole or in part, any rights or obligations under these Terms (a) to its affiliates, or (b) in connection with a corporate reorganization or restructuring, amalgamation, or sale of all or a substantial portion of the assets of a division, business unit or entity, in one or a series of related transactions without Customer’s consent. In addition, Seller may assign any of its accounts receivables under the Order Confirmation to any party without Customer’s consent. Customer agrees to execute any documents that may be necessary to complete Seller’s assignment or novation. Seller may subcontract portions of work, or purchase parts, equipment or materials from suppliers or subcontractors, so long as Seller remains responsible for it. Customer shall not assign or transfer any rights or obligations under these Terms without the prior written consent of Seller and any such assignment or transfer made without prior written consent shall be void.



All notices to be given under these Terms shall be in writing and shall be deemed delivered upon successful electronic mail transmission, hand delivery, confirmed delivery by a delivery service such as UPS, FedEx or DHL, or three (3) days after deposit in the mail of the home country of the party, postage prepaid, by certified, registered or equivalent mail, addressed to the parties at their last known address.



Seller may unilaterally modify these Terms at any time by publishing the modified version on Seller’s website at



The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the sale of any Products.

The governing law of these Terms shall be English law. Any and all disputes arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC) for the time being in force at the commencement of the arbitration which rules are deemed to be incorporated by reference in this clause  PROVIDED that Seller shall have the sole right at its option to commence legal proceedings before the Courts of Taiwan to pursue the merits of any claim against Customer and/or as an interim measure to secure payment in respect of any claim or dispute against Customer. Nothing in this section shall be construed or interpreted as a limitation on either Seller’s or Customer’s right under applicable law for injunctive or other equitable relief or to take any action to safeguard its possibility to have recourse on the other party.