Last Revision 2024.06.26

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ORDERING PRODUCTS OR SERVICES FROM TENSOR TECH CO., LTD., YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS SPECIFIED WITHIN THIS DOCUMENT.

GENERAL

1. These Terms and Conditions ("T&C") apply to any purchase and sales related documents that have been signed by a Tensor Tech representative, including but not limited to quotations, proposals, purchase agreements, invoices and shipping documentation.

2. Tensor Tech CO., LTD. (“Tensor Tech,” or “Supplier”), a company officially registered in 10F., No. 33, Chengtian Rd., Tucheng Dist., New Taipei City 236039, Taiwan (R.O.C.) according to Taiwan (R.O.C.) law.

3. The term “Purchaser” refers to a person procuring products or services from Tensor Tech (“Product(s)”). Tensor Tech and the Purchaser are collectively referred to as the "Parties" and individually a "Party."

4. Modifications of or deviation from this T&C must be agreed upon in writing between the Parties.

QUOTATION

5. Unless otherwise agreed in writing, a Quotation provided by the Supplier to the Purchaser shall only be valid for
a period of 30 days starting from the issue date stated in the Quotation (or for a period until the expiration rate
specified in a Quotation, if such specified expiration date is different from the end of the 30-day-period
mentioned above). The acceptance of a Quotation during its valid period shall not establish any binding
agreement with the Supplier. Both Parties still need to enter into a purchase agreement in relation to the
Quotation (“Purchase Agreement”) to form a valid order and agreement. If there is any discrepancy between
the Purchase Agreement, T&C and a Quotation, the Purchase Agreement shall prevail.

6. Unless confirmed by the execution and delivery of a Purchase Agreement by the Parties, a Quotation is
considered invalid after its expiration date and Tensor Tech has rights to modify the said Quotation anytime
thereafter.

7. All payments mentioned are Ex-Works (as defined in INCOTERMS 2023). The Purchaser shall be responsible for
all expenses regarding the delivery of Product and the payments, including but not limited to, losses due to
currency exchange rates, bank fees, applicable taxes or customs tariffs. The Purchaser shall reimburse the
Supplier for any losses arising from the aforementioned expenses. If the Purchaser is a resident in a country
where retention tax or withholding tax is practiced or applied to the payments made by the Purchaser to the
Supplier, the Purchaser shall increase the payments to ensure that the Supplier still receives the “Gross Total”
amount stated in the Quotation (“Purchase Price”) after such retention or withholding tax has been applied.

8. The Purchaser acknowledges that a Quotation made by the Supplier may contain drawings, technical
documentation, and information of commercial value. Accordingly, a Quotation and any associated information
shall be treated as confidential information by the Purchaser and may not be disclosed in any way to a third
party without explicit written consent from the Supplier. The confidentiality obligations of the Purchaser under
this Clause shall survive the termination or expiration of any Quotation, T&C and Purchase Agreement.

PRODUCT INFORMATION

9. All information and data in Product flyers, Product brochures, and user manuals provided by Tensor Tech are
only for reference. They are binding only when they are expressly included and incorporated into this T&C or
the Purchase Agreement.

DRAWINGS AND DESCRIPTIONS

10. All drawings and technical documentation relating to the Product provided by the Supplier to the Purchaser
shall remain the property of the Supplier (including any and all related intellectual property rights). Drawings,
technical documentation, or additional technical information disclosed by the Supplier to the Purchaser shall
not, without the prior written consent of the Supplier, be used for any other purpose than installation,
commissioning, operation, and maintenance of the Product. These drawings, technical documentation, or
additional technical information shall not be used or copied, reproduced, decompiled or reversed, or
communicated to any third party, without the prior written consent of the Supplier.

DELIVERY, PASSING OF RISK

11. The shipping terms applied to the Products are Ex-Works (as defined in INCOTERMS 2023). If, at the Purchaser's
request, the Supplier undertakes to send/dispatch the Product to a destination designated by the Purchaser,
the risk of the Product shall be passed to the Purchaser when the Product is picked up by a carrier for delivery
at the Supplier’s premises. Partial shipment shall be permitted unless otherwise agreed in writing.

TIME FOR DELIVERY, DELAY

12. The Supplier will deliver the Product only when the Purchaser has paid the first fifty (50) percent of the
Purchase Price. If the Supplier anticipates that it will not be able to deliver the Product at the delivery time
pursuant to the lead time specified in the Order Confirmation (“Delivery Time”), the Supplier shall forthwith
notify the Purchaser thereof in writing, stating the reason and, if possible, the time when delivery can be
expected.

13. Unless negotiated otherwise, the Delivery Time is defined as follows:
1. For orders < 15,000 USD, the lead time period starting from the date of Order Confirmation, assuming a
payment of the first deposit at the time of shipment.
2. For orders >= 15, 000 USD, the lead time period starting from payment of the first payment deposit.

14. If any Purchaser's act or omission causes a delay in delivery, the Delivery Time shall be extended by a
reasonable period regarding the circumstances in the case. This Clause applies whether the reason for the delay
occurs before or after the Delivery Time.

15. If the Product is not delivered at the Delivery Time, the Purchaser may in writing demand delivery within a final
reasonable time, which shall not be less than four weeks. If the Supplier does not deliver the Product within
such a final period and this is not due to any circumstance for which the Purchaser is responsible, then the
Purchaser may, by notice in writing to the Supplier, terminate the Purchase Agreement insofar as the part of
the Product that the late delivery is concerned.

16. Termination of the Purchase Agreement under Clause 14 is the only remedy available to the Purchaser in the
case of delay on the Supplier. Accordingly, all other claims against the Supplier based on such delay shall be
disclaimed, and the Supplier shall not be held responsible for any such other claims.

17. Suppose the Purchaser anticipates that the Purchaser will be unable to accept delivery at the Delivery Time. In
that case, the Purchaser shall forthwith notify the Supplier, stating the reason and, if possible, the time when
the Purchaser will be able to accept delivery. However, if the Purchaser fails to accept delivery at the Delivery
Time, the risk of the Product shall still be passed to the Purchaser at the Delivery Time and the Supplier shall
arrange storage of the Product at the risk and expense of the Purchaser.

PAYMENT

18. The Standard payment terms of the Product are net 30, which means that the Purchaser should pay the first
fifty (50) percent of the Purchase Price within thirty (30) days upon receiving the first invoice, and pay the
remaining fifty (50) percent of the Purchase Price within thirty (30) days upon receiving the second invoice (the
“Second Payment”).In the event of a delayed payment, the Purchaser shall pay an interest at an annual rate of
ten (10) percent, beginning from the applicable original due date to the date on which the delayed payment is
made in full. This interest is in addition to any other damages incurred by the Supplier (including reasonable
attorneys’ fees).

19. The payment of the Purchase Price shall be made according to the information and directions provided in the
invoice.

20. If the Purchaser foresees difficulty in making the Second Payment on or before the due date, it must provide
written notification to the Supplier at least seven (7) days before the due date. The Supplier retains the sole
discretion to decide whether to grant a new payment deadline.

21. All Products shall remain the property of the Supplier until delivery. In the event of a delayed payment, the
Supplier reserves the right to withhold the delivery until the payment is received in full. The Purchaser agrees
that any losses incurred by the Purchaser as a result of the Supplier’s such delivery withholding due to delayed
payment shall be solely borne by the Purchaser itself.

22. The payment shall be made in NTD or USD unless otherwise agreed upon by the Supplier.

TERMINATION FEE

23. If the Purchaser terminates the Purchase Agreement under Clause 14, the Supplier may charge the Purchaser a termination fee of:
a. 10% of the Purchase Price if the Product is a standard product or service; or
b. 100% of the Purchase Price if the Product is a customary product or service.

ACCEPTANCE PROCEDURES AND LIABILITY FOR DEFECTS

24. The Supplier shall be liable for any defect resulting from faulty design, materials, or workmanship (“Defect(s)”). A Product is considered defective if it fails to perform the functions indicated in the user manuals or any other similar documents provided by the Supplier along with the Product and the failure is due to internal device characteristics. The Supplier's liability for Defects of the Product is limited to the Defects that are reported to the Supplier within 12 months after the Purchaser receives the Product ("Warranty Period").

25. The Purchaser shall examine a Product and verify the function of the Product for Defects as soon as possible upon receiving the Product. The Purchaser shall fill in the defect checklist provided by the Supplier which accompanies the delivery of the Product and return the completed checklist to the Supplier within seven (7) days of receiving the Product ("Acceptance Procedure”). In the event that the Purchaser fails to complete the Acceptance Procedure, it is deemed that the Purchaser accepts the Product without discovering any Defects, and the Supplier is freed from all the liabilities under this T&C and Purchase Agreement.

26. The Purchaser shall, without undue delay, forthwith notify the Supplier in writing of any discovered Defects. Such written notice shall be given no later than ten (10) days after the Defect has been discovered under any circumstances. Furthermore, if the Defect is likely to cause damage, the notice shall be given immediately after being discovered. If the Purchaser fails to notify the Supplier of a Defect within the time limits outlined in this Clause, the Purchaser shall have no right to have the Defects remedied nor claim compensation from the Supplier.

27. If the Product is to be integrated into a system that includes the Purchaser's furnished parts that were not reviewed and confirmed by the Supplier prior to the integration, the Supplier is not liable for any guarantee or warranty to such Product.

28. On receipt of the notice in writing under Clause 25, the Supplier shall, at its discretion, deliver all necessary spare parts that will enable the Purchaser to remedy the Defect, agree to replace the faulty Product, or employ any other remedied method. The Supplier shall bear all costs related to the repair. Unless otherwise agreed in writing, necessary transportation of parts for the Product in connection with the remedy of Defects for which the Supplier is liable shall be at the risk and expense of the Supplier.

29. Defective parts, which have been replaced, shall be made available to the Supplier at the Supplier's cost and shall be the Supplier's property.

30. Where the Defect has not been successfully remedied as stipulated under Clause 27:
a. The Purchaser is entitled to a reduction in the Purchase Price in proportion to the reduced value of the Product provided. Under no circumstances shall such reduction exceed 20% of the Purchase Price; or
b. Where the Defect is as substantial as to deprive the Purchaser of the benefit of the Product significantly, the Purchaser may terminate the Purchase Agreement by written notice to the Supplier. The Purchaser is entitled to compensation for the loss suffered, up to a maximum of 20% of the Purchase Price. However, the Supplier will not provide an additional refund of the payment.

31. When a Defect in a part has been remedied, the Supplier shall be liable for Defects in the repaired or replaced part under this T&C as those applicable to the original Product.

32. The Supplier is not liable for any Defects arising from materials provided by or a design stipulated by the Purchaser.

33. The Supplier is only responsible for Defects that appear or are discovered under the conditions of operation provided for in the Purchase Agreement and under proper use of the Product as defined in the user manual or any other similar documents. The Supplier's liability does not cover Defects caused by faulty maintenance, incorrect installation, or faulty repair by the Purchaser nor the alterations carried out without the Supplier's consent in writing. In addition, the Supplier's liability does not cover normal wear and tear or deterioration.

34. In no circumstance shall the Supplier be liable for any loss of production, loss of profit, and other indirect loss arising from any Product.

PRODUCT LIABILITY

35. Unless the damage arises from the Defect, the Supplier shall not be liable for any damage to property caused by the Product after the Product has been delivered. Nor shall the Supplier be liable for any damages to Products manufactured by the Purchaser or Products of which the Purchaser's products form a part.

36. Suppose the Supplier is claimed any liability to any third party for such damage to property as described in the preceding Clause. In that case, the Purchaser shall defend, hold harmless and indemnify the Supplier against claims, demands, obligations, judgments, and liabilities of any nature whatsoever (including reasonable legal fees). If claims for damage as described in this Clause are lodged by a third party against one of the Parties, the latter Party shall forthwith inform the other Party thereof in writing.

GENERAL LIABILITY LIMITATIONS

37. Notwithstanding any other provisions of this T&C, the Supplier's total aggregate liability arising out of a Product and the Purchase Agreement shall not exceed 20% of the Purchase Price paid by the Purchaser for the Product (VAT, taxes, or other duties excluded) which forms the basis of the Supplier's liability.

38. The Supplier shall, however, in no event be liable for any loss of profit, loss of revenue, loss of opportunity, loss of use, or any other special, incidental or consequential loss or consequential damage or any indirect damage in connection with or arising out of a Product or the Purchase Agreement.

39. For any Product that will be launched into space, the Supplier shall have no responsibility or liability whatsoever for such Product and for any damage/losses, whether direct or indirect, arising from or relating to events that occur as part of or after the commencement of the launch procedure carrying such Product into space. In addition, any representation and warranty given by the Supplier under the Purchase Agreement shall expire upon commencing the launch procedure carrying the Product into space. If the Supplier is claimed any liability towards any third party for any damages/losses described in this Clause, the Purchaser shall indemnify, defend and hold the Supplier harmless.

40. Clauses 36 – 39 shall not apply to the limitations mentioned above in the event of fraud, gross negligence, or willful misconduct of the Supplier under the Purchase Agreement.

IMPORT AND EXPORT

41. The Purchaser is responsible for investigating if an import permit is required to import the Product to the country of delivery, and if so, the Purchaser is responsible for providing such required permit to the Supplier in due time. In addition, the Purchaser shall be responsible for any expense required to obtain such a permit. If the Purchaser delays in providing the import permit to the Supplier, resulting in the Supplier being unable to deliver the Product on the Delivery time, the Supplier’s delivery shall not be deemed as a delayed delivery and the Supplier shall not be liable for any damage and losses arising from such delayed delivery.

DISPUTES AND APPLICABLE LAW

42. This T&C and the Purchase Agreement shall be governed by and construed in accordance with the laws of Taiwan (R.O.C) without regard to the conflict of laws provisions thereof. The exclusive jurisdiction and venue for any action arising under the Purchase Agreement shall be in the Taiwan Taipei District Court, and both parties hereby consent to such jurisdiction and venue for this purpose.

PUBLICITY

43. Any news release, announcement, advertisement, or publicity concerning the purchase and supply of the
Product shall be agreed upon by the Parties prior to the public release.