PURCHASE ORDER TERMS attachment of said documents lies with the Supplier. 1. Definitions: 3.9 The Supplier is required to inform the Customer, in writing, and with 12 months’ prior “Goods” - including services. notice, of any change in the process and/or the materials which could affect the “The Customer” – Vishay Components (Huizhou) Co., Ltd. (hereinafter: “Vishay”) or a nature and/or suitability and/or functioning and/or reliability and/or production related company on its behalf, by the authorized purchasing entity on behalf of Vishay. capability of the Goods and/or to bring the production of the Goods to an end, “The Supplier” – The entity that supplies the goods which are the subjected of this including, but without derogating from the generality of the foregoing, any change in purchase order, whether as an individual, partner or though an incorporated entity the raw materials used for the production and/or packing of the Goods, a change in pursuant to any law. the design and/or site of the production. The Supplier is required to receive the “Due Date” – The date specified in this purchase order for the delivery of the goods or any Customer’s prior, written approval of any such change. part thereof. Notwithstanding the foregoing, the Supplier shall not be required to obtain the 2. The Purchase Order Customer’s prior approval in respect of minor changes, such as an addition to the 2.1 The supply of goods pursuant to this purchase order shall be received and production, the adjustment of processes for the production, or changes of suppliers performed in accordance with the purchase order terms. which do not give rise to a change in the process and/or materials that have been 2.2 Unless otherwise expressly stipulated in writing, These purchase order terms are the ordered. exclusive terms and the sole agreement that is binding between the Customer and 4. Price and Payment the Supplier in connection with the Goods that appear on the purchase order. Any 4.1 The prices stated in the order are the adjusted prices for the items that appear in the change and/or other understanding shall be made solely after obtaining prior, written purchase order, including taxes, transportation, transfer, packing, shipment, approval from the Customer insurance, work and any other expense, whether direct or indirect, in connection with 3. Delivery the delivery of the Goods. 3.1 The delivery of the ordered Goods shall be made on the Due Date specified in the 4.2 The price may not be altered, except as stated in this order. Any change in the price purchase order. of this order must be made on this order form, signed by the authorized entities of 3.2 The Due Date specified in this purchase order is a material term of this agreement, both parties. and any delay in delivery shall constitute a fundamental breach of this purchase 4.3 Payment shall be made after delivery of the Goods and receipt thereof by the order by the supplier. The supplier shall undertake the liability for breach, including Customer, subject to the submission of all the accounts, invoices or vouchers but not limited to the compensation for the loss of the Customer there under. relating to said payment, to the Purchasing Department. 3.3 The delivery of the Goods shall not be made on a date prior to the Due Date 4.4 Every invoice and/or account and/or delivery certificate of the Supplier shall state the specified in the purchase order, unless the Customer’s prior, written consent is given order number and the Customer’s company name. thereto. 4.5 Accounts together with proof of shipment shall be submitted in two copies for each 3.4 All the shipments shall be implemented pursuant to the terms set forth in the order shipment. A delay in receipt of the accounts and errors and omissions on the and/or at the destination point as set forth in the order, unless another instruction is accounts shall be a justified reason for a delay in remittance of payment by the given, in written, by the Customer. Customer, without loss of the right to receive discounts or the continued supply. 3.5 The Supplier shall inform the Customer, immediately upon learning thereof, of any 4.6 All of the aforesaid documents shall be transferred to the Purchase Department of delay expected in the delivery of the goods, and the Customer may take any Vishay Components (Huizhou) Co., Ltd. The address is on the purchase order. measure that may minimize the damage that could be caused thereto as a result of 4.7 The Supplier shall receive the payment in accordance with the prices set forth on this said delay, at the Supplier’s expense, without receiving the Supplier’s approval order, subject to any deduction, reduction and/or offsetting from this or other therefor. Further, the Supplier shall indemnify the Customer for any damaged transaction to which the Customer shall be entitled. suffered by the Customer there under. The Customer’s confirmation of receipt of the 4.8 In the event of unsuitability or an inconsistency between the prices of the individual notice of the delay shall not constitute a waiver of and/or consent to the delay. units and the total price, the unit prices shall prevail. 3.6 The Supplier shall bear any risk, damage, destruction or loss which shall be caused 4.9 The date of payment is as stated in this order. to the Goods prior to the final delivery thereof to the Customer at the destination and 4.10 The Supplier undertakes that should, during the period that this order is pending, on the date as determined. The Supplier shall bear all that stated above also in the lower net prices be offered to any entity for similar items, then as from said date, said event that the Customer shall return the Goods, in whole or in part, to the Supplier in lower net prices shall replace the prices that were included in this order. However, accordance with the provisions of this agreement. The Customer shall be the price under the order shall not be affected if the higher price are offered to any responsible solely for any damage and/or loss that shall be caused as a result of its entity for similar items during such period. negligence. 5. Excess Shipments 3.7 The Supplier shall transport the Goods in accordance with all the laws applicable 5.1 The Customer is not required to inform the Supplier of a shipment made in excess. thereto in connection with the transportation of the aforesaid type. All Goods shall be 5.2 The Customer shall not pay the Supplier any payment exceeding the payment stated properly packed and marked by the Supplier before transportation in accordance in the purchase order, even if the Customer receives possession of Goods in excess. with the requirements of the Customer which shall be able to sufficiently ensure the 5.3 The Supplier declares that it is aware that Goods shall be sent in a quantity Goods fit for transportation. The relevant cost and expenses shall be borne by the exceeding the quantity that was ordered and/or Goods that shall be sent prior to their Supplier unless otherwise agreed in writing by both parties. scheduled delivery date, shall cause the Customer significant administrative 3.8 The Customer’s purchase order number and the number of the Goods therein must expenses. Further, the Supplier shall undertake such administrative expenses. be clearly marked on all accounts, including: the packaging, the bills of lading and 5.4 The Customer is entitled to retain possession of any excess Goods, without the shipment orders, shipment protocols or packing lists and the Supplier shall be additional consideration to the Supplier, and the Supplier shall bear all the costs of required to attach same to the ordered shipment. In the event of shipments to which holding the Goods at the Customer, and it shall bear all the expenses incurred in a said documents are not attached, the counting or weighing performed by the return shipment, and any other costs as shall be caused to the Customer in Customer with regard thereto shall be final and binding. The duty of proof of the connection with an excess order. Vishay Components (Huizhou) Co.,Ltd 46,People Four Road,Huiyang District, Huizhou City,Guangdong,P.R.C. Tel: +86 (752) 3355373 Fax: +86 (752) 3350718

1/3 Pages

prejudiced, even if the Customer has already made payment or submitted 5.5 Goods sent in excess are Goods that are delivered in a quantity exceeding the consideration in any manner to the Supplier in respect of receipt of the Goods, and it ordered quantity, as specified in this purchase order, by 10%. shall remain in effect for such time that the Customer shall require the actual use of 6. Unsuitability the Goods, but not beyond the reasonable warranty period. 6.1 Receipt of the Goods and/or payment for same and/or any other action in connection 9. Warranty therewith by the Customer shall not constitute proof that the goods were delivered to 9.1 The Supplier undertakes that all the Goods pursuant to this order shall be suitable the Customer in accordance with the purchase order, including with regard to for the use designated for same by the Customer, for its requirements, for its quantity, date, quality, nature, etc. specifications, and without defects. Should the supplied Goods not meet this 6.2 The Supplier shall be responsible for any unsuitability that exists in the Goods, on undertaking of the Supplier, whether it arose following a test carried out by the the date on which the Goods are transferred to the Customer, even if the unsuitability Customer or whether in any other manner, the Customer is entitled to take one of the was discovered after said date. following measures: (1) to demand the Supplier to repair the Goods, without the 6.3 The Supplier shall also be responsible for any unsuitability that occurs after said date, repair incurring any payment by the Customer, or to replace the Goods with others, which was caused due to a breach of any of its obligations with regard to the quality which shall be supplied to the Customer at Supplier’s expense; (2) to return the of the Goods in the long term, in the manner of the packaging or shipment thereof, defective Goods to the Supplier, at the Supplier’s expense, and to deduct the price including a breach of the Supplier’s responsibility for the fact that during a period of thereof from the consideration of the order. time, the Goods shall remain suitable for their regular purpose, or for any special 9.2 Approval of the Supplier or the approval of the Supplier’s specifications shall not purpose, or they shall retain defined features or properties. release the Supplier from its responsibility, nor shall it restrict or limit the rights of the 6.4 The Supplier may supply replacement Goods to the Customer, or may remedy the Customer. lack of suitability during the period of time determined for the original order, without it 9.3 The Supplier undertakes to produce a replacement for any item, or part of an item, causing expenses to the Customer. The Supplier shall bear all the expenses and that shall be found to be in improper condition during the warranty period. Under no shall compensate the Customer in respect of any unsuitability. circumstances shall the warranty on the replacement be less than one year after the 7. Changes arrival of said replacement to the Customer. 7.1 A change to this order shall be binding on the Customer only if made in writing by the 9.4 The entire warranty shall be transferred and shall operate in favor of the Customer authorized purchasing people on behalf of the Customer. and in favor of the Customer’s customer. 7.2 The Customer may, at any time prior to the final execution of the order or any part 9.5 The Supplier undertakes to indemnify the Customer in respect of any damage and/or thereof, make changes in the framework, in the general scope or the details, and it expense caused to the Customer following a claim and/or demand and/or lawsuit may defer, freeze, delay and even totally cancel this order, or any part thereof, and it arising from the Goods that were supplied to the Customer, immediately at the may make changes to any of the drawings, samples or specifications, methods of Customer’s first request. shipment or packaging and the place and time of the delivery, as relevant to the 9.6 The warranty specified above is in addition to any right and other warranties to which matter. the Customer is entitled. 7.3 Should such a change cause an increase or reduction in the costs or in the time 10. Termination or Cancellation required in order to execute this order, the appropriate and correct adjustment shall 10.1 The Customer may cancel or terminate or end the purchase order, or any part be made on this order. The Supplier is required to related to any demand for the thereof, or may take any other measure consistent with the circumstances, and the performance of such an adjustment within seven (7) days from the date of receipt of Supplier shall not be entitled to any compensation or financial payment following said notice of the change. Failure to grant consent to the change or adjustment shall not cancellation in any event that the Supplier breached the purchase order. release the supplier from continuing with the execution of this order, as modified. 10.2 Without prejudice to the generality of the foregoing, the Customer may cancel or 8. Testing terminate the purchase order in the event that the Supplier fails to meet the time 8.1 The goods pursuant to this order, or any part thereof, shall be subject to tests and schedule of the purchase order and/or, in the Customer’s sole discretion, that the experiments by the Customer, without this right affecting the Supplier’s responsibility Supplier is in a situation which could endanger the execution of this order pursuant for the Goods. to the terms thereof, and the Supplier does not submit to the Customer appropriate 8.2 Such testing shall also apply in the event that the Goods pursuant to this order are guarantees in connection with timely execution, within five working days (or within a intended for products or for use by a third party, including any competent entity that longer period, as shall be granted by the Customer) after receipt of the Customer’s dictates a standard etc. which so demands. written request for the submission of guarantees. 8.3 Should the test or experiment be carried out at the Supplier’s plant, the Supplier 10.3 The Customer may, at any time, bring this order to an end and it may cancel, shall provide reasonable means and assistance for the safety and convenience of discontinue, delay, freeze or defer same – by written notice or notice in any other the testing team. customary manner – for reasons of convenience or due to any change in the market 8.4 Goods that are rejected shall not be included in the Goods that were delivered, as conditions, with regard to the order in its entirety or any part thereof. long as notice thereof was given to the Supplier. 10.4 Should this order be brought to an end for reasons of convenience or due to a 8.5 The Customer is not required to carry out tests or experiment on the Goods pursuant change in the market conditions as stated above, then the Supplier shall have the to this order. The responsibility for testing the Goods which shall be delivered for the right to claim from the Customer solely those direct expenses that were caused purpose of the acceptance and commissioning thereof, in an appropriate manner, thereto due to the cancellation of this purchase order and for the Goods that it had shall apply in full to the Supplier, in order to guarantee that these Goods are in actually supplied prior to being informed of the cancellation. keeping with all the requirements of the order. In the delivery of the Goods as stated, 10.5 The Supplier hereby waives any compensation with regard to indirect damages, the the Supplier is responsible to the Customer for ensuring that the proposed Goods prevention of profit or expected profit and the loss of future income, which could be are indeed in keeping with the requirements of the order, as stated, and as explained caused following the cancellation of this transaction. to the Customer. 10.6 In any event, the Supplier agrees that the maximum amount in respect of the 8.6 The Customer’s right to detect defects or unsuitability in the Goods shall not be cancellation of this purchase order, or part thereof, shall not exceed in any manner Vishay Components (Huizhou) Co.,Ltd 46,People Four Road,Huiyang District, Huizhou City,Guangdong,P.R.C. Tel: +86 (752) 3355373 Fax: +86 (752) 3350718

2/3 Pages

the prices specified in the order in connection with the Goods whose order was its behalf against responsibility of any kind or nature for a tangible or alleged breach cancelled. The Customer’s right to relief or remedies pursuant to this order shall be of any intangible right, patent, invention, etc., arising from the production, use, sale in addition to any other right, remedy or relief granted thereto by law. or possession of the items that shall be supplied pursuant to this order. 11. Confidentiality 17.3 Rights in data: The Supplier hereby grants the Customer a royalty-free, irrevocable, 11.1 All the information, materials, tools, samples and other assets that shall be supplied worldwide, non-exclusive license to use, reproduce or disclose – for any purpose to the Supplier by the Customer (hereinafter: the “Customer’s information”) are the and to authorize others to do so – all the data (and this term includes but is not sole property of the Customer, and the Supplier declares and undertakes that it shall limited to documents in writing, records, pictorial reproduction, drawing, computer not copy and/or transfer and/or present same to any third [party] and/or that it shall programs and any other graphic presentation and work of another similar nature, not make any use thereof other than use for the purpose of execution of this whether eligible for copyrights or not) whose delivery shall be required or actually purchase order, unless the Customer approved otherwise, in writing and in advance. performed pursuant to this purchase order. 11.2 The Supplier shall return to the Customer, immediately at its first request, all the 18. Governing Law and Dispute Settlement Customer’s information which was submitted to it for the purpose of the supply of the The formation, validity, interpretation and execution of these purchase order terms, and Goods as stated in the purchase order, and the Supplier shall have no right settlement of disputes arising from or in connection with the purchase order terms shall be whatsoever, under any circumstance, to delay the return of the Customer’s governed by the laws of the P.R.C. information to the Customer. All disputes arising from or in connection with the purchase terms or the execution thereof 11.3 The Supplier shall not publish and shall not notify the public in any manner of the shall be settled through friendly negotiations. In case no settlement can be reached existence of this purchase order, nor shall it submit any knowledge of the contents of through negotiations, the case should then be submitted for arbitration to the China this purchase order without the Customer’s prior, written consent. International Economic and Trade Arbitration Commission (“CIETAC”), Shanghai 11.4 The Supplier shall bear the obligation of violation of confidentiality hereunder, Commission, in accordance with its Rules, the language used for arbitration shall be including but not limited to the direct and indirect losses caused to the Customer. Chinese. The arbitration shall take place in Shanghai and the decision rendered by the 12. The rights in the Goods are Free said Commission shall be final and binding upon both parties; neither party shall seek The Supplier confirms that the ownership of the Goods, whether tangible or intangible recourse to a law court or other authorities for revising the decision. The arbitration fee rights, belongs to the Supplier and is free from any third party before shipment, and shall shall be borne by the losing party. be transferred to the Customer upon shipment. The Supplier shall bear all responsibility, 19. Liability for Breach expense and compensation which are caused to the Customer due to the relevant dispute In case of any breach or default by the Supplier hereunder, including but not limited to in on ownership of the Goods. connection with the delivery place or time or the quality of the Goods, in addition to the 13. Subcontracting compensation for the loss suffered by the Customer, the Supplier shall pay to the After the issue of this order, the Supplier shall not subcontract out the performance of the Customer an amount as liquidated damages equal to 5% of the total price of the Goods Goods or the packaging thereof, without the Customer’s prior, written consent. This that delivery dispatch. limitation shall not apply to the purchase of a standard commercial supply or of raw 20.Force Majeure materials. Any delay or failure of either party to perform its obligations hereunder shall be excused if, 14. Waiver and to the extent that it is caused by an event or occurrence which is unforeseeable on No waiver by the Customer of any of the purchase order terms shall be deemed to be a execution of these terms, unavoidable, insurmountable for its happening and continuing waiver or a waiver of any subsequent breach of any such term. Any waiver consequences without the party’s fault or negligence, such as, by way of example without and/or extension and/or deferral and/or forgiveness and/or abstention from action and/or limitation, acts of God, actions by any governmental authority (whether valid or invalid), discount in connection with a breach by the Supplier and/or non-compliance with the fires, floods, windstorms, explosions, natural disasters or wars, strike, provided that a provisions of this purchase order on time, shall not be deemed to be a justification and/or written notice regarding details of the event and the delay or non-performance caused defense claim and/or precedent and shall not cause the Customer to be enjoined from thereby(including the anticipated duration of the delay) shall be given by the affected party claiming and/or demanding the fulfillment of the Supplier’s undertakings in full. to the other party within ten (10) days from the happening of the event or occurrence. In 15. Assignment any cases, the parties shall make reasonable efforts to reduce the negative influence and The Supplier may not assign or transfer any right or undertaking pursuant to this purchase effect of such event or occurrence. The parties are committed to give each other the order or any part thereof without obtaining the Customer’s written consent. necessary information which may reasonably be expected without delay, and negotiate to 16. Compliance With the Provisions of the Law adjust their respective obligations in good faith according to the changed circumstances. The Supplier has created a presentation that it complies with the provisions of any law and that it shall continue to do so throughout the execution of this order. By its acceptance of this order, the Supplier confirms its compliance with all the provisions of the law relating to the safety of the execution of this order and also that it shall not create an ecological hazard. The Supplier agrees to submit to the Customer, at its request, satisfactory proof of its compliance with the provisions of the law that are binding on it. The Supplier declares and undertakes that the execution of this order does not violate in any manner the provisions of the law relating to environmental quality and the prevention of any environmental hazards. 17. Patents 17.1 The Supplier undertakes that all the Goods supplied in this order are free from any third party rights in connection with royalties, rights, patents, trademarks, trade names, trade secrets, copyrights, patents or other intangible property, and liens. 17.2 The Supplier shall indemnify the Customer and/or its customers and/or any entity on Vishay Components (Huizhou) Co.,Ltd 46,People Four Road,Huiyang District, Huizhou City,Guangdong,P.R.C. Tel: +86 (752) 3355373 Fax: +86 (752) 3350718

3/3 Pages