Chip 1 Exchange Asia Limited – Sales Terms and Conditions

Effective Date: February 2026

THE SALE OF PRODUCTS AND ASSOCIATED SERVICES (“PRODUCTS”) BY Chip 1 Exchange Asia Limited (“Chip-1 Asia”), ARE SUBJECT TO THESE TERMS AND CONDITIONS (“AGREEMENT”) REGARDLESS OF ANY OTHER, DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS THAT CONFLICT OR CONTRADICT THIS AGREEMENT IN ANY PURCHASE ORDER (“ORDER”), DOCUMENT, OTHER COMMUNICATION, OR PREPRINTED TERMS AND CONDITIONS ON ANY CUSTOMER DOCUMENT (FOR EXAMPLE: PURCHASE ORDERS OR CONFIRMATIONS) FROM CUSTOMER (“CUSTOMER”). Chip-1 Asia’S DELAY OR FAILURE TO OBJECT TO CONFLICTING OR ADDITIONAL TERMS RECEIVED FROM CUSTOMER, INCLUDING THE ORDER, WILL NOT OPERATE TO WAIVE, CHANGE OR ADD TO ANY OF THE TERMS OF THIS AGREEMENT. CUSTOMER’S RECEIPT OF PRODUCTS CONSTITUTES CUSTOMER’S ASSENT TO THE TERMS OF THIS AGREEMENT.

1. ORDERS AND ACCEPTANCE

1.1) Order Processing All Orders from Customer are offers subject to acceptance by Chip-1 Asia. Chip-1 Asia will use reasonable efforts to deliver the quantities specified in the Order accepted by Chip-1 Asia; provided however, in the event Chip-1 Asia does not have sufficient supply of one or more Products to meet the requirements of all of Chip-1 Asia's customers, Chip-1 Asia may, at its sole discretion, reduce deliveries of such Products on any basis it believes equitable, allowing for priorities to classes of its customers it deems appropriate.

All Orders are considered non-cancelable and non-returnable ("NCNR") by Customer unless approved in writing by Chip-1 Asia. The Customer may not terminate or reschedule orders for any Products without Chip-1 Asia's permission, which permission shall not be unreasonably withheld; provided however, once orders (Product) are shipped, Customer agrees that Chip-1 Asia shall have no obligation to permit any cancellation or reschedules by Customer and continued shipment by Chip-1 Asia will not operate to waive Chip-1 Asia's rights or remedies hereunder.

1.2) Confidentiality of Source of Supply Chip 1 Exchange Asia maintains the confidentiality of its source of supply. However, Chip 1 Exchange Asia may, at its discretion, enter into a non-disclosure agreement with the customer if deemed necessary.

1.3) Quotation and Source of Supply Chip 1 Exchange Asia will not provide a revised quotation if the source of supply changes, as this information is confidential, and the selection of the source is not finalized until a customer order is received.

1.4) Product Warranty Standards Chip 1 Exchange Asia offers a 30-day warranty for general orders and a 1-year warranty for AS6081 orders, ensuring that the product is reliable and free from known defects. If a product is found to be defective, Chip 1 Exchange Asia will either replace the defective parts or refund the original cost of the product. However, Chip 1 Exchange Asia does not maintain documented evidence that the supplier has acceptable terms for product warranty, returns and liability, financial means to support contractual guarantees, product liability insurance, or third-party professional insurance.

1.5) Supplier Disclosure Requirements Chip 1 Exchange Asia does not disclose its source of supply in quotations and does not require Suppliers to provide objective evidence (such as proof from the OCM's website or a letter from the OCM) to confirm authorization (franchising) for the item(s) being quoted. Additionally, Chip 1 Exchange Asia does not require confirmation regarding whether a full manufacturer's warranty is applicable to the quoted material.

While Chip 1 Exchange Asia strives to provide supply chain traceability where possible, not all parts received from our Suppliers are fully traceable. In some cases, items may arrive with blacked-out labels, which could limit the extent of traceability. Where specified in the original order, Chip 1 Exchange Asia will provide the customer with supply chain traceability wherever such traceability exists.

1.6) Revised Quotations and Risk Assessments Chip 1 Exchange Asia does not require revised written quotations or risk assessments if the source of supply changes, as the selection of a specific source is not finalized until an order is received from the customer.

1.7) Source of Supply Reporting Chip 1 Exchange Asia does not report changes relative to the source of supply due to confidentiality measures.

2. PRICING AND CURRENCY

2.1) Price Validity and Adjustments Chip-1 Asia quoted prices are valid for 30 days or as otherwise specified in its quote. Notwithstanding this period, Chip-1 Asia may adjust prices if Chip-1 Asia's costs increase or due to other circumstances beyond Chip-1 Asia's reasonable control, including but not limited to currency fluctuations, tariff changes, or regional economic conditions affecting the AsiaPacific market.

In the event of a price increase, Chip-1 Asia shall provide notice to customer prior to shipment, giving the Customer the opportunity to cancel its Order, which revocation shall be made in writing within 24 hours of such announcement, and Chip-1 Asia, at its sole option, may accept Customer's cancellation or reject the cancellation and sell the Products at the original quoted price.

2.2) Taxes, Duties, and Additional Charges Quoted prices are for Products only and do not include:

• Value Added Tax (VAT), Goods and Services Tax (GST), or other consumption taxes
• Import duties, customs fees, and tariffs
• Regional impositions and government charges
• Shipping charges and logistics fees
• Any other charges, fees, or duties imposed by any government authority in the AsiaPacific region (other than taxes on Chip-1 Asia's income)

Customer is responsible for any such additional fees and taxes applicable in their jurisdiction. Customer will have no right to offset or deduct any disputed claims against any past, present or future invoices from Chip-1 Asia issued under this Agreement.

2.3) Currency and Payment Methods QuUnless otherwise specified, all prices are quoted in United States Dollars (USD). Chip-1 Asia may accept payment in other currencies including but not limited to Singapore Dollars (SGD), Hong Kong Dollars (HKD), Japanese Yen (JPY), Chinese Yuan (CNY), or other regional currencies as agreed in writing. Currency conversion rates will be determined at the time of invoice generation based on prevailing commercial rates.

3. TERMS OF PAYMENT

3.1) Credit Approval and Payment Terms All Orders are subject to credit approval by Chip-1 Asia. Payment of the total invoice amount, without offset or deduction, is due 30 days from the invoice date unless otherwise agreed in writing. Time is of the essence regarding Customer's payment obligations.

3.2) Late Payment and Interest On any past due invoice, interest shall accrue from the payment due date to the date of payment at 1.5% per month (or the maximum rate permitted by applicable law in Customer's jurisdiction, whichever is lower) on any overdue amounts. Chip-1 Asia reserves the right to:

• Withdraw credit privileges
• Cease further shipments
• Charge reasonable attorney fees and collection costs
• Pursue any one or more remedies in combination

3.3) Credit Terms Modification Notwithstanding the foregoing, Chip-1 Asia may modify the terms of Customer's credit at any time and Chip-1 Asia shall provide at least 10 days' notice of any such modification. Chip-1 Asia may apply payments to any of Customer's accounts and may apply said payments to the oldest outstanding invoice, plus interest charges, if applicable.

3.4) Banking and Wire Transfer Payment shall be made via international wire transfer, letter of credit, or other payment methods as agreed between the parties. All banking charges, wire transfer fees, and currency conversion costs shall be borne by the Customer unless otherwise specified.

4. DELIVERY, TITLE, AND INCOTERMS

4.1) Delivery Terms Unless otherwise specified by Chip-1 Asia in writing, all deliveries by Chip-1 Asia are governed by Incoterms® 2020. The default delivery term is EXW (Ex Works) from Chip-1 Asia's warehouse or the delivering entity's facility, as applicable. Alternative arrangements may include:

• FCA (Free Carrier) at designated location
• CIF (Cost, Insurance and Freight) for ocean freight
• DDP (Delivered Duty Paid) where agreed
• Other Incoterms as mutually agreed in writing

4.2) Transfer of Title and Risk Title shall pass to Customer upon delivery of the Products to the carrier, irrespective whether Customer or Chip-1 Asia arranges for, or bears the cost of, transportation of the Products. Risk of loss or damage shall transfer in accordance with the applicable Incoterm specified in the Order confirmation.

4.3) Insurance Upon delivery of the Products to carrier, Customer is responsible for insuring the Products and paying such insurance cost, unless otherwise specified under the agreed Incoterm.

4.4) Delivery Schedules Chip-1 Asia's delivery dates are estimates only and subject to timely receipt of Product by Chip-1 Asia from Chip-1 Asia's suppliers. Chip-1 Asia is not liable for any loss or damage Customer may suffer due to any delays in delivery or shipment dates, including delays caused by customs clearance, port congestion, logistics disruptions, or other factors common to AsiaPacific trade.

4.5) Partial Deliveries Chip-1 Asia reserves the right to make incomplete deliveries and Customer will accept delivery and pay for the Products delivered. Any shortage or delay in the delivery of any part of an Order for any reason shall not entitle Customer to reject a delivery or cancel other deliveries, the Order or any other Orders. Any reduction or shortage need not be made up, but a pro-rata adjustment will be made to the invoice.

5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS

5.1) Inspection and Acceptance Customer must notify Chip-1 Asia in writing of any damage, shortage, or other discrepancy to Products within 5 business days after delivery. After this time period, Customer is deemed to have accepted the Products and may not rescind acceptance. Customer shall permit Chip-1 Asia to examine any such claim of damage, shortage, or other discrepancy to Products, and if Customer refuses to permit such examination, Chip-1 Asia may deem Customer's claim as unsupported.

Chip-1 Asia may impose charges to reimburse it for its costs if it finds Customer's claim is unsupported, or for rescreening conforming Products.

5.2) Return Material Authorization (RMA) Customer cannot return Products without a return material authorization ("RMA") number. RMA Requests will only be reviewed if the application is made by Customer within 30 days of delivery. To request an RMA, Customer must:

• Contact Chip-1 Asia's customer service with Order details
• Provide reason for return and supporting documentation
• Await RMA approval before shipping any Products

5.3) Return Conditions Returned Products must be:

• In original manufacturer's shipping containers or equivalent
• Unused and in resalable condition
• Accompanied by original documentation
• Shipped freight prepaid as detailed in the RMA
• Subject to applicable restocking charges (typically 15-25% of invoice value)

5.4) Non-Eligible Returns At Chip-1 Asia's discretion, Chip-1 Asia will return all Products received by Chip-1 Asia from Customer which are not eligible for return, to Customer freight collect, or Chip-1 Asia may, at its option, deem the Products abandoned and may either be retained by Chip-1 Asia as its property without compensation to Customer therefor (regardless whether or not such Products are subsequently re-sold to Chip-1 Asia's customers) or otherwise disposed at Customer's expense.

6. LIMITED WARRANTY

6.1) Warranty Coverage To the extent transferable, Chip-1 Asia will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Such transfer shall not operate to lengthening of the one (1)-year warranty period of Chip-1 Asia's warranty.

For one year from the date of delivery, Chip-1 Asia warrants:

6.2) Warranty Disclaimer EXCEPT FOR THE FOREGOING SECTION 6.1(A) AND 6.1(B), Chip-1 Asia MAKES NO OTHER WARRANTY, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THEIR CONDITION, QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

Chip-1 Asia DOES NOT WARRANT THAT THE PRODUCTS ARE SUITABLE FOR CUSTOMER'S NEEDS OR WILL RESULT IN ANY SPECIFIC OUTCOME OR ADDITIONAL BUSINESS FOR CUSTOMER. UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, ALL WARRANTY LIABILITY TERMINATES.

6.3) Warranty Remedies If Products do not meet manufacturer's specifications or if value-added work by Chip-1 Asia does not meet Customer's specifications, Chip-1 Asia has the option to:

If instructed by Chip-1 Asia, Customer must return the contended non-conforming Products to Chip-1 Asia, along with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.

6.4) Warranty Exclusions The foregoing warranty shall not apply where:

(i) The Products have suffered misuse, abuse, neglect, alteration, accident, mishandling, repair, operation outside of the applicable specifications, improper installation,

(ii) The non-conformity resulted from Customer's design, specifications, or instructions for such Products or improper system design

(iii) The Products are designated as experimental or to be used for development purposes

(iv) Products not provided by Chip-1 Asia

(v) Products for which claims are made by anyone other than Customer

(vi) Products used, sold or distributed by Customer despite failing its inspection

(vii) Any goods, product, or equipment within which the Products are contained or integrated

(viii) Any compatibility or interoperability issues involving goods, products, software or equipment inconsistent with applicable specifications

(ix) Any samples which are provided "AS IS" and "WITH ALL FAULTS"

(x) Customer has not fully and promptly paid for the Products subject of the warranty claim

6.5) Warranty Assignment Warranty claims may only be made by the Customer and are not assignable to third parties. Chip-1 Asia shall have the right to make the final determination of warranty eligibility.
THIS SECTION 6 CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY CLAIMS. Chip-1 Asia WILL HAVE A REASONABLE TIME TO PROVIDE THE REMEDY SET FORTH HEREIN.

7. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW IN CUSTOMER'S JURISDICTION, UNDER NO CIRCUMSTANCES WILL Chip-1 Asia BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, HOWSOEVER CAUSED, EVEN IF NOTICE WAS GIVEN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE, INCLUDING WITHOUT LIMITATION FOR:

• Loss of profit or revenue
• Loss of capital or investment
• Loss of use or production capacity
• Delay or business interruption
• Cost of procurement of substitute goods
• Cost of rework or reprocessing
• Cost of manufacturing expense
• Economic loss
• Loss of software or data
• Loss of goodwill, reputation, or business relationships
• Loss of business, contracts or customers

TO THE FULLEST EXTENT PERMITTED BY LAW, Chip-1 Asia'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCTS THAT GIVES RISE TO THE LIABILITY. IN NO EVENT SHALL Chip-1 Asia HAVE ANY LIABILITY OR OBLIGATION TO CUSTOMER, REGARDLESS THE THEORY OF ANY CLAIM, IN CONNECTION WITH Chip-1 Asia'S COMPLIANCE WITH APPLICABLE STANDARDS ISSUED BY ANY PUBLIC OR PRIVATE STANDARDS BODY IN CHIP-1 Asia'S PROVISION OF PRODUCTS HEREUNDER.

8. FORCE MAJEURE

Chip-1 Asia is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control ("Force Majeure Event"), including but not limited to:

• Acts of God or natural disasters (typhoons, earthquakes, floods, tsunamis)
• Epidemic, pandemic, or public health crises
• Acts or omissions of the Customer
• Man-made disasters or industrial accidents
• Materials shortages or supply chain disruptions
• Strikes, labor disputes, or workforce shortages
• Acts of terrorism or civil unrest
• Government actions, regulations, or trade restrictions
• Port closures, customs delays, or transportation disruptions
• Delays in transportation or logistics
• Inability to obtain labor or materials through regular sources
• Power outages or utility failures
• Cybersecurity incidents affecting operations

During the Force Majeure Event, Chip-1 Asia may suspend, modify, or cancel the delivery of Products. Chip-1 Asia will make reasonable efforts to notify Customer of Force Majeure events and provide updates on expected resolution timelines.

9. USE OF PRODUCTS AND SAFETY

9.1) Prohibited Applications Products are not specifically designed nor authorized for use in crucial safety or other applications, including life support, safety equipment, nuclear facilities, aerospace critical systems, medical devices, or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage.

9.2) Customer Responsibility and Indemnification If Customer uses or markets the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer's sole risk. Customer will indemnify, defend and hold Chip-1 Asia and the Product manufacturer harmless from and against any and all claims, suits, actions, damages, liabilities, costs, and attorneys' fees ("Claims") arising out of or in connection with such usage or sale by Customer or on its behalf.

10. INTELLECTUAL PROPERTY INFRINGEMENT

Customer will defend, indemnify and hold Chip-1 Asia harmless from and against all Claims related to the actual or alleged infringement of any intellectual property right or misappropriation or wrongful use of information or documents, arising as a result of:

(i) Chip-1 Asia's compliance with Customer's designs, specifications, or instructions

(ii) Customer's use of the Products in combination with any other product, process or system

(iii) Modification of the Products after Chip-1 Asia delivered them

(iv) Use of the Products in a manner for which they were not designed

11. EXPORT, IMPORT, AND TRADE COMPLIANCE

11.1) Compliance with Trade Control Laws Certain Products sold by Chip-1 Asia and other related technology and documentation may be subject to export control laws, regulations and orders of the United States, China, Singapore, Japan, Hong Kong, Taiwan, and other countries in the Asia-Pacific region, as well as the export or import control laws and regulations of other countries.

Customer will not directly or indirectly export or redirect any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or forbidden under applicable laws, including but not limited to:

• United States Export Administration Regulations (EAR)
• International Traffic in Arms Regulations (ITAR)
• Office of Foreign Assets Control (OFAC) sanctions
• China Export Control Law
• Strategic Trade Management Act (Singapore)
• Foreign Exchange and Foreign Trade Act (Japan)
• Other regional trade control regulations

11.2) Customer Obligations Customer agrees it is their sole responsibility to:

• Obtain any license to export, re-export, or import as may be required
• Comply with all applicable trade control laws and regulations, as they may be amended from time to time
• Determine the proper export control classification of Products
• Screen all parties involved in transactions against applicable restricted party lists
• Maintain proper documentation of trade compliance activities

Customer will indemnify Chip-1 Asia for all Claims resulting from Customer's failure to comply with trade control requirements.

11.3) End-Use and End-User Information If applicable, Customer will provide Chip-1 Asia with information on the ultimate end-use and ultimate end-user of Products provided by Chip-1 Asia to satisfy Chip-1 Asia's compliance with applicable trade control laws and regulations. Customer represents that it will not use Products for any military end-use or supply to military end-users without proper authorization.

11.4) Customs and Import Documentation Customer is responsible for providing accurate information required for customs clearance and import documentation in their jurisdiction. Chip-1 Asia will provide reasonable assistance with documentation but assumes no liability for customs delays, penalties, or additional costs arising from import processes.

12. PRODUCT INFORMATION

Product information, including information related to a Product's specifications, export/import control classifications, uses or conformance with legal or other requirements ("Product Information") is obtained by Chip-1 Asia from its suppliers or other industry sources. Such Product Information is provided by Chip-1 Asia on an "AS IS" basis.

Chip-1 Asia makes no representation as to the accuracy or completeness of the Product Information, and disclaims all representations, warranties and liabilities under any theory with respect to the Product Information, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

It is Customer's sole responsibility to validate any Product Information before using or proceeding on such Product Information, and in no event shall Chip-1 Asia have any obligation or liability to Customer with respect thereto. All Product information is subject to modification without notice. Chip-1 Asia is not responsible for typographical or other errors or omissions in Product Information.

13. CONFIDENTIAL INFORMATION

13.1) Definition of Confidential Information "Confidential Information" will mean any and all information or know-how disclosed by Chip-1 Asia ("Disclosing Party") to Customer ("Receiving Party") in connection with this Agreement, which due to its nature or the circumstances of its disclosure Receiving Party knew or reasonably should have known to be confidential to Disclosing Party, regardless whether such information is designated as "confidential" at the time of disclosure, including without limitation:

13.2) Treatment of Confidential Information The parties hereby acknowledge and agree that all Confidential Information is and will, as between the parties, at all times remain the exclusive property of the Disclosing Party. In furtherance of this Agreement and in order to assure adequate protection against the wrongful use of disclosure of Confidential Information, Receiving Party agrees that it will:

13.3) Right to Injunctive Relief Receiving Party recognizes that any breach or threatened breach of this Section 13 may cause irreparable injury to Disclosing Party. Accordingly, in addition to any other legal or equitable remedies that may be available to Disclosing Party, Receiving Party agrees that Disclosing Party may seek and obtain immediate injunctive relief in the form of a temporary restraining order without being required to post a bond or prove monetary damages would be inadequate, against Receiving Party to enforce this Section 13.

13.4) Exclusions from Confidential Information The restrictions on the use and disclosure of Confidential Information will not apply to information which Receiving Party can demonstrate:

14. ANTI-COUNTERFEIT AND PRODUCT AUTHENTICITY

14.1) Authenticity Commitment Chip-1 Asia is committed to providing authentic, genuine electronic components. All Products provided by Chip-1 Asia are sourced through authorized channels or reputable suppliers who represent that components are new, original, and genuine.

14.2) Counterfeit Prevention Process Chip-1 Asia maintains processes designed to prevent counterfeit, inaccurately marked, or misrepresented goods from entering the supply chain. However, given the nature of the global electronics supply chain, Chip-1 Asia cannot guarantee that all Products are directly sourced from original component manufacturers (OCMs).

14.3) Inspection and Testing Customer is encouraged to perform incoming inspection and testing of Products upon receipt. Any suspected counterfeit or non-conforming Products should be reported to Chip-1 Asia immediately for investigation.

14.4) Remedies for Counterfeit Products If Products are determined by mutual agreement or independent testing laboratory to be counterfeit, fraudulent, or otherwise non-conforming:

14.5) Testing Laboratory Process If Customer disputes Chip-1 Asia's determination regarding suspected counterfeit Products, either party may elect to submit Products to an independent third-party testing laboratory mutually agreed upon by both parties. The party whose position is not supported by the laboratory findings shall bear the cost of testing.

15. DATA PROTECTION AND PRIVACY

15.1) Compliance with Data Protection Laws Both parties shall comply with all applicable data protection and privacy laws in the Asia-Pacific region, including but not limited to:

15.2) Personal Data Processing To the extent either party processes personal data of the other party's personnel or customers in connection with this Agreement, such processing shall be conducted in accordance with applicable data protection laws and limited to purposes necessary for performance of this Agreement.

15.3) Data Security Each party shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.

16. DISPUTE RESOLUTION

16.1) Negotiation The parties will attempt to promptly resolve any dispute or controversy arising out of or relating to the formation, performance or termination of this Agreement through good faith negotiation.

16.2) Arbitration If the parties are unable to reach a settlement amicably within thirty (30) days, such dispute will be submitted to binding arbitration in accordance with the following:

16.3) Injunctive Relief Notwithstanding the arbitration provisions, either party may pursue injunctive relief or specific performance in any court of competent jurisdiction for breaches relating to confidential information, intellectual property, or payment obligations. No bond or other security will be required in obtaining such equitable relief.

17. GOVERNING LAW AND JURISDICTION

17.1) Governing Law These Terms and Conditions and any claim, controversy or dispute arising under or related thereto will be governed by and construed in accordance with:

17.2) Exclusion of CISG The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

17.3) Jurisdiction Subject to the arbitration provisions in Section 16, each party hereby irrevocably consents to the non-exclusive jurisdiction of the courts in the applicable jurisdiction for purposes of any action to enforce an arbitration award or for injunctive relief.

18. GENERAL PROVISIONS

18.1) Assignment Customer may not assign this Agreement without the prior written consent of Chip-1 Asia. Chip-1 Asia may assign, transfer, or subcontract its rights or obligations under this Agreement to any affiliated entity or successor in interest. This Agreement is binding on successors and assigns.

18.2) Amendment This Agreement can only be altered in writing signed by authorized representatives of both Chip-1 Asia and Customer.

18.3) Independent Contractors The parties are independent contractors and neither party is an employee, agent, servant, representative, partner, or joint venturer of the other party. This Agreement does not establish a joint venture or partnership.

18.4) Technical Advice Statements or advice (technical or otherwise) if given without charge, are an accommodation to Customer and Chip-1 Asia has no responsibility or liability for the content or use of such statements or advice. Customer agrees that Chip-1 Asia's provision of any such statements or advice does not expand or otherwise alter Chip-1 Asia's warranties as set forth above, and no additional obligations or liabilities arise from Chip-1 Asia's provisions thereof. It is Customer's sole responsibility to determine all Products from Chip-1 Asia are suitable for Customer's purposes, including for any product or process using or incorporating the Products, testing the Products, and determining whether products or systems using the Products infringe third party intellectual property rights, irrespective whether or not Chip-1 Asia has provided technical advice.

18.5) Waiver Chip-1 Asia's failure to object to any document, communication, or act of Customer will not be deemed a waiver of any term under this Agreement. No waiver of any provision is effective unless in writing and signed by an authorized representative of Chip-1 Asia.

18.6) Severability Should any provision hereunder be determined to be void, invalid, unenforceable or illegal for whatever reason, only that particular offending provision or part so found, will be null and void; provided however, that the remaining provisions shall be unaffected thereby and shall continue to be valid and enforceable.

18.7) Third Party Rights Products, including software or other intellectual property, may be subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses. Nothing in this Agreement creates any rights in third parties.

18.8) Language This Agreement is executed in English. In the event of any translation into other languages, the English version shall prevail in case of any inconsistency or ambiguity.

18.9) Compliance with Laws Customer will comply with all applicable laws and regulations in their jurisdiction, including but not limited to:

18.10) Anti-Corruption and Business Ethics Both parties represent and warrant that they will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, UK Bribery Act, and local anti- corruption laws in the Asia-Pacific region. Neither party shall directly or indirectly offer, promise, give, or authorize any payment or thing of value to any government official or other person for the purpose of obtaining or retaining business.

18.11) Entire Agreement This Agreement, together with any Order confirmations, quotations, and written amendments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, and proposals, whether written or oral.

18.12) Notices All notices required or permitted under this Agreement shall be in writing and delivered by:

Notices shall be deemed effective upon receipt or three (3) business days after sending, whichever is earlier.

18.13) Survival The following provisions shall survive termination or expiration of this Agreement: Sections 6 (Limited Warranty), 7 (Limitation of Liability), 10 (Intellectual Property Infringement), 11 (Export/Import and Trade Compliance), 13 (Confidential Information), 14 (Anti-Counterfeit), 15 (Data Protection), 16 (Dispute Resolution), and 17 (Governing Law).

19. REGIONAL SPECIFIC PROVISIONS

19.1) China-Specific Provisions For customers located in the People's Republic of China:

19.2) Japan-Specific Provisions For customers located in Japan:

19.3) Singapore-Specific Provisions For customers located in Singapore:

19.4) Hong Kong-Specific Provisions For customers located in Hong Kong SAR:

19.5) Taiwan-Specific Provisions For customers located in Taiwan:

19.6) Other Asia-Pacific Regions For customers in other Asia-Pacific countries, specific provisions related to local laws, regulations, currency, and compliance requirements will be addressed in Order confirmations or separate written agreements.

---

ACKNOWLEDGMENT AND ACCEPTANCE

BY PLACING AN ORDER WITH Chip-1 Asia, ACCEPTING DELIVERY OF PRODUCTS, OR MAKING PAYMENT FOR PRODUCTS, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE SALES TERMS AND CONDITIONS.

For questions regarding these Terms and Conditions, please contact:

Chip 1 Exchange Asia
Sales Department
Email: info@chip1.com
Website: www.chip1.com/asia

---

Document Version: Asia Sales Terms v1.0
Effective Date: February 2026
Last Updated: February 2, 2026

---

These Sales Terms and Conditions may be updated from time to time. The version in effect at the time of Order placement shall govern the transaction. Customers are encouraged to review these Terms and Conditions periodically.