Chip 1 Exchange Asia Limited - Purchase Order Terms and Conditions
Effective Date: February 2026
THESE PURCHASE ORDER TERMS AND CONDITIONS ("TERMS") APPLY TO ALL PURCHASE ORDERS ("ORDERS" OR "PO") ISSUED BY Chip 1 Exchange Asia ("COMPANY" OR "CHIP-1 ASIA") TO SUPPLIER ("SUPPLIER") FOR THE PURCHASE OF GOODS, PRODUCTS, AND/OR SERVICES ("PRODUCTS" OR "GOODS"). BY ACCEPTING AN ORDER, COMMENCING PERFORMANCE, OR SHIPPING GOODS, SUPPLIER AGREES TO BE BOUND BY THESE TERMS. THESE TERMS SUPERSEDE ANY CONFLICTING OR ADDITIONAL TERMS IN SUPPLIER'S QUOTATIONS, ACKNOWLEDGMENTS, INVOICES, OR OTHER DOCUMENTS.
1. ACCEPTANCE AND ORDER MODIFICATIONS
1.1) Order Acceptance Supplier's acceptance of this Order, commencement of work, or shipment of Goods constitutes Supplier's unconditional acceptance of these Terms. Any additional or different terms proposed by Supplier are hereby rejected unless expressly agreed to in writing by an authorized representative of Company.
1.2)
Order Changes
Company may at any time, by written notice, make changes to the Order including changes
in:
• Specifications, drawings, or designs • Shipping dates or delivery schedules • Quantities ordered • Packaging or shipping instructions • Place of delivery or inspection
1.3)
Order Cancellation
Company may cancel all or any part of this Order at any time by written notice to Supplier.
Upon receipt of cancellation notice, Supplier shall:
• Immediately stop work as directed in the notice • Place no further subcontracts or orders for materials • Terminate all subcontracts to the extent they relate to the cancelled work • Deliver to Company all completed Goods, work in process, and materials purchased for the Order
2. PRICING AND PAYMENT
2.1) Price The price for Goods is as specified in the Order and is firm and fixed unless otherwise agreed in writing. Prices include all packaging, crating, handling, storage, transportation, insurance, customs duties, and delivery charges unless otherwise specified. No additional charges of any kind will be honored unless agreed to in advance in writing by Company.
2.2) Currency Unless otherwise specified, all prices are in United States Dollars (USD). Company may agree to payment in other currencies including Singapore Dollars (SGD), Hong Kong Dollars (HKD), Japanese Yen (JPY), Chinese Yuan (CNY), or other regional currencies as specified in the Order.
2.3) Taxes Prices are exclusive of any applicable Value Added Tax (VAT), Goods and Services Tax (GST), consumption tax, or other indirect taxes. Supplier shall separately state any applicable taxes on invoices. Company will not pay any taxes for which it provides a valid exemption certificate.
2.4)
Payment Terms
Unless otherwise specified in the Order, payment terms are Net 30 days from the date of
Company's receipt of:
• Conforming Goods • Supplier's correct and complete invoice • All required documentation and certificates
2.5)
Invoicing Requirements
Invoices must include:
• Company's Purchase Order number • Complete description of Goods • Quantity, unit price, and extended price • Applicable taxes separately stated • Supplier's complete banking information for wire transfers • Any other information required by the Order
2.6) Payment Disputes If Company disputes any invoice in good faith, Company may withhold payment of the disputed amount pending resolution. Such withholding shall not constitute a breach, and no interest shall accrue on disputed amounts during the resolution period.
3. DELIVERY AND SHIPPING
3.1)
Delivery Terms
Unless otherwise specified in the Order, delivery shall be:
• DDP (Delivered Duty Paid) to Company's designated location under Incoterms® 2020 • Alternative Incoterms may be specified in the Order (EXW, FCA, CIF, etc.)
3.2) Delivery Schedule Time is of the essence for all deliveries under this Order. Supplier must notify Company within ten (10) days following the Order date if unable to supply complete Order by the specified delivery date. Failure to provide timely notice may subject Supplier to damages suffered by Company due to late delivery.
3.3)
Shipping and Packaging
Supplier shall:
• Pack Goods in accordance with industry standards and Company specifications • Use packaging suitable for international shipment to Asia-Pacific destinations • Protect Goods from damage, deterioration, and environmental conditions • Mark packages with Order number, contents, country of origin, and handling instructions • Ship Goods only to the address specified in the Order • Provide advance shipping notice (ASN) with tracking information
3.4)
Shipping Documentation
Supplier shall provide all required shipping documentation including:
• Commercial invoice • Packing list • Bill of lading or airway bill • Certificate of origin • Export licenses (if applicable) • Material Safety Data Sheets (MSDS) for hazardous materials • Any other documents specified in the Order or required for customs clearance
3.5)
Late Delivery
If Supplier fails to deliver Goods by the specified delivery date, Company may, at its option:
• Require expedited shipment at Supplier's expense • Purchase substitute goods elsewhere and charge Supplier the difference in cost • Cancel the Order without liability • Pursue any other remedies available at law or equity
4. SUPPLIER REPRESENTATIONS AND WARRANTIES
4.1)
Authority and Capacity
Supplier represents, warrants, and covenants that:
• Supplier has all requisite power and authority to execute and perform its obligations under this Order • Supplier is lawfully possessed of the Goods and has the right and authority to tender such Goods to Company • The execution, delivery, and performance of this Order has been duly authorized by all necessary corporate action
4.2)
Product Quality and Authenticity
Supplier represents and warrants that all Goods:
• Are new, original, and genuine products manufactured by the Original Component Manufacturer (OCM) or Original Equipment Manufacturer (OEM) • Are not counterfeit, remarked, refurbished, reclaimed, or misrepresented in any way • Conform to all specifications, drawings, samples, and descriptions provided or referenced in the Order • Are free from defects in materials, workmanship, and design • Are merchantable and fit for their intended purpose • Comply with all applicable laws, regulations, and industry standards • Are delivered in factory-sealed packaging in new and unused condition
4.3)
Source Authorization and Traceability
Supplier warrants that:
• Supplier is an authorized distributor or franchised agent of the OCM/OEM for the Goods supplied, OR • Supplier has obtained Goods through legitimate authorized distribution channels and can provide documented supply chain traceability • Upon Company's request, Supplier will provide objective evidence of authorization (such as proof from OCM's website or letter from OCM) • All Goods come with full manufacturer's warranty applicable to the material • Supplier maintains complete supply chain traceability documentation for all Goods
4.4)
Anti-Counterfeit Compliance
Supplier represents and warrants that:
• Supplier has implemented processes and procedures designed to prevent counterfeit, fraudulent, inaccurately marked, or misrepresented goods from entering Company's supply chain • Supplier conducts inspection and testing of Goods to verify authenticity and conformance • Supplier will immediately notify Company if it discovers or suspects any Goods supplied to Company are counterfeit or non-conforming • Supplier will cooperate fully with any investigation into suspected counterfeit goods
4.5)
Regulatory Compliance
Supplier warrants that all Goods:
• Comply with all applicable laws and regulations in the country of manufacture, export, import, and ultimate destination • Meet all safety, environmental, and quality standards applicable in the Asia-Pacific region • Are properly classified for export control and customs purposes • Comply with RoHS, REACH, WEEE, and other environmental directives where applicable • Are not subject to any recall, safety alert, or regulatory action
4.6)
Intellectual Property
Supplier warrants that:
• Goods do not infringe any patent, trademark, copyright, trade secret, or other intellectual property right of any third party • Supplier has all necessary licenses and rights to supply the Goods • Company's use of Goods in accordance with their intended purpose will not infringe any third-party intellectual property rights
4.7)
Warranty Period
Unless otherwise specified in the Order, Supplier's warranties shall remain in effect for:
• One (1) year from date of delivery to Company, OR • The full manufacturer's warranty period, whichever is longer
4.8)
Warranty Remedies
If Goods fail to meet any warranty, Company may, at its option:
• Return Goods for full refund of purchase price plus shipping costs • Require Supplier to repair or replace non-conforming Goods at Supplier's expense • Have Goods repaired elsewhere and charge Supplier the cost • Accept Goods with an appropriate price reduction • Cancel the Order without liability
5. QUALITY MANAGEMENT AND INSPECTION
5.1)
Quality Management System
Supplier shall implement and maintain a quality management system that includes:
• Use of Company-designated or Company-approved external providers and suppliers • Documented procedures for incoming inspection and testing • Processes for identification, control, and disposition of nonconforming products • Corrective and preventive action procedures • Document and record control systems • Internal audit and management review processes
5.2)
Notification of Issues
Supplier shall provide immediate written notification to Company of:
• Any nonconforming processes, products, or services that may affect Goods supplied under this Order • Any changes to processes, products, services, or suppliers that may affect Goods • Any quality alerts, safety notices, or regulatory actions affecting Goods • Any suspected counterfeit or fraudulent products in the supply chain • Any circumstances that may cause delay in delivery
5.3)
Right to Inspect
Company and its representatives have the right to:
• Inspect Goods and Supplier's facilities at any reasonable time • Audit Supplier's quality management system and processes • Review records and documentation related to this Order • Witness testing and inspection of Goods • Reject any Goods that fail to meet requirements
5.4) Inspection and Acceptance Company shall have thirty (30) days from receipt of Goods to inspect and determine acceptance or rejection. Payment for Goods shall not constitute acceptance and shall not limit Company's right to reject non-conforming Goods.
5.5)
Rejection of Non-Conforming Goods
If Goods fail to conform to requirements, Company may:
• Reject all or part of the Goods and return them at Supplier's expense • Require immediate replacement at Supplier's expense • Accept Goods with appropriate price reduction • Hold Goods for Supplier's instructions at Supplier's risk and expense
5.6)
Documentation Requirements
Supplier shall provide with each shipment:
• Certificate of Conformity or Compliance • Test reports and inspection records as specified • Material certifications and safety data sheets • Country of origin certificates • Manufacturer's datasheets and specifications • Supply chain traceability documentation • Any other documents specified in the Order
5.7)
Record Retention
Supplier shall retain all records related to this Order for a minimum of ten (10) years and
make them available to Company upon request. Records include:
• Purchase orders and acknowledgments • Quality records and test data • Certificates and compliance documentation • Supply chain traceability records • Correspondence and change notices
6. SUPPLIER INDEMNIFICATION
6.1)
Indemnification Obligation
Supplier shall defend, indemnify, and hold harmless Company, its affiliates, officers,
directors, employees, agents, and customers from and against any and all claims, demands,
actions, suits, proceedings, losses, damages, liabilities, costs, expenses, and attorneys' fees
(collectively "Claims") arising out of or resulting from:
(a) Any breach of Supplier's representations, warranties, or obligations under this Order (b) Any defect in Goods or failure of Goods to conform to requirements (c) Any actual or alleged infringement of intellectual property rights related to Goods (d) Any personal injury, death, or property damage caused by Goods (e) Any violation of laws or regulations by Supplier (f) Counterfeit, fraudulent, or misrepresented goods supplied by Supplier (g) Any negligent or wrongful act or omission by Supplier or its agents
6.2) Defense of Claims Upon receipt of notice of any Claim, Supplier shall immediately assume defense of such Claim at its own expense using counsel reasonably acceptable to Company. Company reserves the right to participate in the defense at its own expense.
6.3) Product Liability Insurance Supplier shall maintain product liability insurance with limits of not less than USD $5,000,000 per occurrence and in the aggregate. Supplier shall provide certificates of insurance to Company upon request and ensure that Company is named as an additional insured.
6.4)
Recall Cooperation
In the event of any product recall, safety alert, or corrective action involving Goods supplied
by Supplier, Supplier shall:
• Cooperate fully with Company and regulatory authorities • Bear all costs and expenses associated with the recall or corrective action • Provide replacement Goods at no cost to Company • Reimburse Company for all expenses incurred in connection with the recall
7. EXPORT CONTROL AND TRADE COMPLIANCE
7.1)
Export/Import Compliance
Supplier shall comply with all applicable export control and import laws and regulations,
including but not limited to:
• United States Export Administration Regulations (EAR) • International Traffic in Arms Regulations (ITAR) • Office of Foreign Assets Control (OFAC) sanctions • Export control laws of the country of origin • Import regulations of destination countries in Asia-Pacific region • China Export Control Law • Strategic Trade Management Act (Singapore) • Foreign Exchange and Foreign Trade Act (Japan) • Other applicable trade control regulations
7.2)
Export Classification and Documentation
Supplier shall provide Company with:
• Correct export control classification (ECCN, HTS code) • Country of origin information • Export licenses or authorizations if required • End-use and end-user statements if requested • Compliance certifications as required
7.3)
Restricted Party Screening
Supplier warrants that Supplier and its affiliates are not listed on any restricted party list
including:
• U.S. Denied Persons List, Entity List, Unverified List • OFAC Specially Designated Nationals (SDN) List • Other applicable restricted party lists maintained by governments in the Asia-Pacific region
7.4)
Customs Compliance
Supplier shall provide accurate information for customs purposes including:
• Harmonized Tariff Schedule (HTS) classification • Country of origin • Customs valuation information • Free Trade Agreement (FTA) certificates if applicable • Other documentation required for customs clearance in Asia-Pacific countries
7.5) Trade Compliance Indemnification Supplier shall indemnify Company for any fines, penalties, costs, or damages resulting from Supplier's failure to comply with export control, sanctions, or customs laws.
8. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
8.1)
Confidential Information
All information disclosed by Company to Supplier in connection with this Order, including specifications, designs, business information, and the terms of this Order, is confidential. Supplier shall:
• Maintain strict confidentiality of all Company information • Use Company information only for purposes of fulfilling this Order • Not disclose Company information to third parties without written consent • Return or destroy all Company information upon completion or termination of Order • Bind its employees and subcontractors to equivalent confidentiality obligations
8.2) Intellectual Property Ownership All intellectual property rights in specifications, designs, drawings, and other technical information provided by Company shall remain Company's exclusive property. Supplier acquires no rights or licenses except as necessary to fulfill this Order.
8.3) Supplier Data and Information Any data, reports, or information generated by Supplier in performing this Order shall be Company's property and shall be delivered to Company upon request.
9. ETHICAL BUSINESS PRACTICES
9.1)
Anti-Corruption Compliance
Supplier shall comply with all applicable anti-corruption and anti-bribery laws including:
• U.S. Foreign Corrupt Practices Act (FCPA) • UK Bribery Act • Anti-corruption laws in Asia-Pacific countries where Supplier operates
9.2)
Labor and Human Rights
Supplier shall:
• Comply with all applicable labor and employment laws • Not use forced labor, child labor, or human trafficking • Provide safe and healthy working conditions • Respect freedom of association and collective bargaining rights • Comply with working hours and wage requirements
9.3)
Environmental Compliance
Supplier shall comply with all applicable environmental laws and regulations, including:
• Proper handling and disposal of hazardous materials • Compliance with RoHS, REACH, and similar directives • Environmental management system standards • Carbon emission reporting if requested
9.4) Conflict Minerals If applicable, Supplier shall provide information regarding conflict minerals (tin, tantalum, tungsten, gold) in accordance with applicable regulations and Company's conflict minerals policy.
9.5) Code of Conduct Supplier shall comply with Company's Supplier Code of Conduct (if provided) and maintain ethical business practices consistent with industry standards.
10. INSURANCE
Supplier shall maintain, at its own expense, the following insurance coverage:
• Commercial General Liability: Minimum USD $2,000,000 per occurrence • Product Liability: Minimum USD $5,000,000 per occurrence and aggregate • Workers' Compensation: As required by applicable law • Cargo Insurance: For value of goods in transit if applicable
11. LIMITATION OF LIABILITY
11.1)
No Limitation on Supplier Liability
SUPPLIER'S LIABILITY UNDER THIS ORDER IS NOT LIMITED. Supplier shall be fully liable for all damages, losses, costs, and expenses resulting from Supplier's breach, negligence, or misconduct, including but not limited to:
• Direct and consequential damages • Loss of profits and revenue • Cost of substitute goods • Business interruption costs • Recall and corrective action costs • Legal fees and defense costs • Damage to Company's reputation and goodwill
11.2) Company's Limitation Company's liability to Supplier is limited to payment of the purchase price for conforming Goods delivered and accepted. In no event shall Company be liable for any indirect, incidental, consequential, or special damages.
12. FORCE MAJEURE
12.1)
Force Majeure Events
Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including:
• Acts of God or natural disasters (typhoons, earthquakes, floods, tsunamis) • Epidemic, pandemic, or public health emergencies • War, terrorism, or civil unrest • Government actions, regulations, or embargoes • Strikes or labor disputes (excluding Supplier's own workforce) • Fire, explosion, or industrial accidents • Power outages or utility failures beyond party's control
12.2)
Notice and Mitigation
The affected party shall:
• Promptly notify the other party of the Force Majeure event • Provide regular updates on the situation and expected duration • Take reasonable steps to mitigate the effects and resume performance • Resume performance as soon as reasonably possible
12.3)
Company's Rights During Force Majeure
During a Force Majeure event affecting Supplier, Company may:
• Suspend performance of its obligations • Purchase substitute goods from other sources without liability • Cancel the Order if delay exceeds thirty (30) days
13. TERMINATION
13.1)
Termination for Convenience
Company may terminate this Order, in whole or in part, at any time for its convenience upon written notice to Supplier. Upon termination, Supplier shall be entitled to payment for:
• Conforming Goods delivered and accepted prior to termination • Reasonable costs of work in process and materials committed • Reasonable cancellation charges for terminated subcontracts
13.2)
Termination for Cause
Company may immediately terminate this Order for cause if:
• Supplier breaches any material term of this Order • Supplier fails to deliver Goods on time • Supplier delivers non-conforming or defective Goods • Supplier becomes insolvent or files for bankruptcy • Supplier is added to any restricted party list • Supplier supplies counterfeit or fraudulent goods • Supplier violates applicable laws or regulations
13.3)
Obligations Upon Termination
Upon termination or expiration of this Order, Supplier shall:
• Stop all work immediately • Return all Company property, materials, and confidential information • Deliver all completed Goods and work in process as directed • Provide final accounting of costs and charges • Cooperate with transition to alternative suppliers if requested
14. DISPUTE RESOLUTION
14.1) Negotiation The parties shall attempt to resolve any dispute through good faith negotiation. Either party may initiate negotiations by providing written notice to the other party describing the dispute.
14.2)
Arbitration
If the parties cannot resolve the dispute within thirty (30) days of written notice, the dispute shall be submitted to binding arbitration in accordance with:
Venue: Arbitration shall be conducted in:
• Singapore under the rules of the Singapore International Arbitration Centre (SIAC) • Hong Kong under the rules of the Hong Kong International Arbitration Centre (HKIAC) Arbitrator: One arbitrator mutually agreed upon by the parties or appointed under SIAC/HKIAC rules. Language: English Governing Law: Laws of the jurisdiction specified in Section 15.1 below. Award: The arbitrator's decision shall be final and binding. Judgment may be entered in any court of competent jurisdiction.
14.3) Costs Each party shall bear its own attorneys' fees and costs, unless the arbitrator determines otherwise. The parties shall share arbitration fees equally unless the arbitrator determines otherwise.
14.4) Injunctive Relief Notwithstanding arbitration provisions, either party may seek injunctive relief in any court of competent jurisdiction for breaches involving confidential information, intellectual property, or delivery of counterfeit goods.
14.5) Continued Performance During any dispute, Supplier shall continue to perform its obligations under this Order unless directed otherwise by Company or the arbitrator.
15. GENERAL PROVISIONS
15.1)
Governing Law
This Order shall be governed by the laws of:
• Singapore (for Suppliers in Southeast Asia) • Hong Kong SAR (for Suppliers in Greater China region) • Japan (for Suppliers in Japan) • The jurisdiction specified in the Order
15.2) Assignment Supplier may not assign this Order or any rights or obligations hereunder without Company's prior written consent. Any attempted assignment without consent shall be void. Company may freely assign this Order to any affiliate or successor in interest.
15.3) Subcontracting Supplier may not subcontract any work under this Order without Company's prior written approval. Supplier remains fully responsible for all work performed by subcontractors. Use of Company-designated or approved suppliers is required where specified.
15.4) Waiver No waiver of any provision of this Order shall be effective unless in writing and signed by the waiving party. Waiver of any breach shall not constitute waiver of any other breach.
15.5) Severability If any provision of this Order is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.6)
Notices
All notices shall be in writing and delivered by:
• Email to the address specified in the Order • Courier to the registered business address • Registered mail with return receipt
15.7) Entire Agreement This Order, together with any attachments, specifications, and documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations, and communications regarding the subject matter hereof.
15.8) Amendment No amendment or modification of this Order shall be effective unless in writing and signed by authorized representatives of both parties.
15.9) Relationship of Parties The parties are independent contractors. Nothing in this Order creates a partnership, joint venture, employment, or agency relationship.
15.10) Survival The following provisions shall survive termination or expiration of this Order: Sections 4 (Warranties), 5.7 (Record Retention), 6 (Indemnification), 7 (Export Control), 8 (Confidentiality), 11 (Limitation of Liability), 14 (Dispute Resolution), and 15 (General Provisions).
15.11) Compliance with Laws Supplier shall comply with all applicable laws, regulations, and industry standards in the performance of this Order.
15.12) Language This Order is executed in English. In the event of any translation, the English version shall prevail.
15.13)
Precedence
In the event of conflict between documents, the order of precedence shall be:
1. These Purchase Order Terms and Conditions 2. The Purchase Order itself 3. Any specifications or technical documents referenced 4. Supplier's quotation or proposal
16. REGIONAL-SPECIFIC PROVISIONS
16.1)
China-Specific Provisions
For Suppliers located in the People's Republic of China:
• All transactions shall comply with PRC export and customs regulations • VAT invoices (增值税发票) shall be provided as required by Chinese tax law • Payment may be made in Chinese Yuan (CNY) subject to foreign exchange regulations • Documentation shall be provided in English with Chinese translation if requested • Dispute resolution may be under CIETAC rules if mutually agreed
16.2)
Japan-Specific Provisions
For Suppliers located in Japan:
• Consumption tax shall be handled in accordance with Japanese tax law • Documentation in Japanese language available if requested • Payment may be made in Japanese Yen (JPY) • Compliance with Japanese export control laws required
16.3)
Singapore-Specific Provisions
For Suppliers located in Singapore:
• GST shall be applied as required by Singapore tax law • Compliance with Singapore Strategic Trade Management Act • Payment may be made in Singapore Dollars (SGD)
16.4)
Hong Kong-Specific Provisions
For Suppliers located in Hong Kong SAR:
• No sales tax or VAT under Hong Kong tax system • Compliance with Hong Kong export control regulations • Payment may be made in Hong Kong Dollars (HKD)
16.5)
Taiwan-Specific Provisions
For Suppliers located in Taiwan:
• VAT shall be handled per Taiwan tax law • Compliance with Taiwan export control regulations • Payment may be made in New Taiwan Dollars (TWD)
16.6) Other Asia-Pacific Regions For Suppliers in other Asia-Pacific countries, specific provisions related to local laws, regulations, taxes, and compliance will be addressed in the Order or separate written agreements.
ACCEPTANCE
BY ACCEPTING THIS ORDER, COMMENCING PERFORMANCE, OR SHIPPING GOODS, SUPPLIER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE PURCHASE ORDER TERMS AND CONDITIONS.
For questions regarding these Terms and Conditions, please contact:
Chip 1 Exchange Asia
Procurement Department
Email: info@chip1.com
Website: www.chip1.com/asia
Document Version: Asia Purchase Terms v1.0
Effective Date: February 2026
Last Updated: February 2, 2026
These Purchase Order Terms and Conditions may be updated from time to time. The version in effect at the time the Purchase Order is issued shall govern the transaction. Suppliers are encouraged to review these Terms and Conditions periodically.