AB18X5 Real-Time Clock with Power

Management Family

Date of Issue: October 16, 2014

3.0 x 3.0 mm

Page 35 of 37

Abracon Drawing #453568

Revision: C

10. ABRACON CORPORATION – TERMS & CONDITIONS OF SALE

The following are the terms and conditions under which Abracon Corporation (“AB”) agrees to sell, to the

entity named on the face hereof (“Buyer”), the products specified on the face hereof (the “Products”).

Notwithstanding Buyer’s desire to use standardized RFQs, purchase order forms, order forms,

acknowledgment forms and other documents which may contain terms in addition to or at variance with

these terms, it is expressly understood and agreed that other forms shall neither add to, nor vary, these

terms whether or not these terms are referenced therein. Buyer may assent to these terms by written

acknowledgment, implication and/or by acceptance or payment of goods ordered any of which will

constitute assent.

1.

Prices

: Prices shown on the face hereof are in US dollars, with delivery terms specified herein and

are exclusive of any other charges including, without limitation, fees for export, special packaging,

freight, insurance and similar charges. AB reserves the right to increase the price of Products by writ-

ten notice to Buyer at least thirty (30) days prior to the original date of shipment. When quantity price

discounts are quoted by AB, the discounts are computed separately for each type of product to be

sold and are based upon the quantity of each type and each size ordered at any one time. If any dis-

counted order is reduced by Buyer with AB’s consent, the prices shall be adjusted to the higher prices,

if applicable, for the remaining order.

2.

Taxes

: Unless otherwise specified in the quotation, the prices do not include any taxes, import or

export duties, tariffs, customs charges or any such other levies. Buyer agrees to reimburse AB the

amount of any federal, state, county, municipal, or other taxes, duties, tariffs, or custom charges AB is

required to pay. If Buyer is exempt from any such charges, Buyer must provide AB with appropriate

documentation.

3.

Payment Terms

: For each shipment, AB will invoice Buyer for the price of the Products plus all appli-

cable taxes, packaging, transportation, insurance and other charges. Unless otherwise stated in a

separate agreement or in AB’s quotation, payments are due within thirty (30) days from the date of

invoice, subject to AB’s approval of Buyer’s credit application. All invoicing disputes must be submit-

ted in writing to AB within ten (10) days of the receipt of the invoice accompanied by a reasonably

detailed explanation of the dispute. Payment of the undisputed amounts shall be made timely. AB

reserves the right to require payment in advance or C.O.D. and otherwise modified credit terms.

When partial shipments are made, payments for such shipments shall become due in accordance

with the above terms upon submission of invoices. If, at the request of Buyer, shipment is postponed

for more than thirty (30) days, payment will become due thirty days after notice to Buyer that Products

are ready for shipment. Any unpaid due amounts will be subject to interest at one decimal five per-

cent (1.5%) per month, or, if less, the maximum rate allowed by law.

4.

Delivery and Shipment

: Shipment dates are estimates only. Failure to deliver by a specified date

shall neither entitle Buyer to any compensation nor impose any liability on AB. AB reserves the right

to ship and bill ten percent more or less than the exact quantity specified on the face hereof. All ship-

ments will be made Ex Works as per Incoterms 2000 from AB’s place of shipment. In the absence of

specific instructions, AB will select the carrier. Claims against AB for shortages must be made in writ-

ing within ten (10) days after the arrival of the shipment. AB is not required to notify Buyer of the ship-

ment. Buyer shall pay all freight charges, insurance and other shipping expenses. Freight charges,

insurance and other shipping expenses itemized in advance of actual shipment, if any, are estimates

only that are calculated on the basis of standard tariffs and may not reflect actual costs. Buyer must

pay actual costs.

5.

Purchase Order Changes and Cancellations

: Purchase orders for standard AB Products may not

be canceled within sixty (60) days of the original shipping date. Purchase orders for non-standard AB

Products are non-cancelable and non-returnable. All schedule changes must be requested at least

thirty (30) days prior to original shipping date. Maximum schedule change “push-out” shall be no

more than thirty (30) days from original shipping date. AB may terminate or cancel this order, in whole

or in part, at any time prior to the completion of performance by written notice to Buyer without incur-