NEXT SILICON LTD. GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS

These General Terms and Conditions for the Purchase of Goods (these “Terms”) are the only terms which govern the purchase of the goods (the “Goods”) by Next Silicon Ltd. (the “Buyer”) from the seller named on the purchase order (the “Seller” and the “Purchase Order”, respectively). The Purchase Order and these Terms comprise the entire agreement between the parties (this “Agreement”). These Terms prevail over any of Seller’s terms and conditions.

Delivery of Goods
1. Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date. Without derogating from any other right or remedy available to Buyer under this Agreement or applicable law, if Seller fails to deliver the Goods in full on the Delivery Date, Seller shall pay Buyer an amount as agreed upon by the parties per each day of delay as liquidated damages.
2. Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the Goods.
3. Delivery terms shall be as specified in the Purchase Order. Seller shall deliver all Goods to the address specified in the Purchase Order (the “Delivery Point”) during Buyer’s normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition.
4. The Purchase Order number must appear on all shipping documents, shipping labels, invoices, correspondence and any other documents pertaining to the Purchase Order.
Title and Risk of Loss. Title and risk of loss passes to Buyer upon final acceptance of the Goods.
Inspection and Rejection of Nonconforming Goods. Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, within the period specified in the Purchase Order, replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause pursuant to ‎Section 10. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
Price; Payment Terms
1. The price of the Goods is the price stated in the Purchase Order (the “Price”). Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
2. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with these Terms. Buyer shall pay all properly invoiced amounts due to Seller according to the payment terms specified in the Purchase Order, except for any amounts disputed by Buyer in good faith.
3. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under this Agreement.
4. The consideration hereunder shall include all taxes, levies and charges however designated and levied by any state, local, federal, or government agency (including sales taxes and excluding VAT). Seller shall have sole responsibility for the payment of all taxes, levies and charges. Buyer may deduct and withhold from any payments made hereunder all sums which it then may be required to deduct or withhold pursuant to any applicable statute, law, regulation or order. Any tax withheld or deducted on behalf of the Seller and paid to the applicable tax authority shall be deemed for all purposes as having been paid to the Seller on account of the total consideration for the Goods.
Change Orders. Buyer may at any time, by written instructions issued to Seller (each a “Change Order”), order changes to the services. Seller shall, within 5 days of receipt of a Change Order, submit to Buyer a firm cost proposal for the Change Order. If Buyer accepts such a cost proposal, Seller shall proceed with the changed services subject to the cost proposal and the terms and conditions of this Agreement.
Warranties
1. Seller warrants to Buyer that for the period specified in the Purchase Order (“Warranty Period”), all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party’s intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by Buyer. If Buyer gives Seller notice of noncompliance with this Section, Buyer may either require Seller to (i) replace or repair the defective or nonconforming Goods within 14 days and pay for all related expenses; or (ii) refund all fees paid by Buyer. As to any part of the Goods that is replaced or repaired, the warranties in this Section shall continue to apply for the later of: (a) the full remaining balance of the original Warranty Period; or (b) 180 days from the date of delivery of the replaced or repaired Goods.
2. Seller shall (i) comply with all applicable laws and regulations, and all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Seller; (ii) maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Agreement if any governmental authority imposes anti dumping or countervailing duties or any other penalties on Goods.
3. Seller warrants that no Seller products or services shall be provided to or used in support of any U.S. embargoed entity or U.S. embargoed location, including Cuba, Iran, Syria, North Korea, or the Crimea, Donetsk People’s Republic (DNR), or Luhansk People’s Republic (LNR) regions of Ukraine, nor exported for any military end uses or to any military end users in Russia without required export authorization.
Confidentiality. Seller shall indefinitely keep the Confidential Information (as defined below) in strict confidence and shall not disclose or transfer, directly or indirectly, the Confidential Information, to any third party, unless such Confidential Information is or becomes part of the public domain, other than as a result of any breach of the obligations of the Seller under this Agreement or applicable law. Seller shall further not make any use of the Confidential Information (including, without limitations, of any work products), save for the performance of this Agreement, and shall specifically not disclose such to other entities or utilize such against the instructions of this Agreement, alter, modify, tamper with or reverse engineer it. “Confidential Information” shall mean any information, or any part thereof, disclosed to Seller and/or anyone on Seller’s behalf by Buyer, or generated by the Seller and/or anyone on Seller’s behalf in the performance of this Agreement, at any time, whether in oral, visual or written form or stored in any other media, which relates to the Buyer. Confidential Information shall include but shall not be limited to, any intellectual property, video footage, still images, know-how, products, files, production, analysis methods, models, designs, compounds, processes, specifications, technical information, testing apparatus, business information, financial information, pricing policy, market and potential market related information, marketing strategy, sales strategy, incentive plans, go-to-market strategies, tools, techniques, technology, schematics, prototypes, and similar. Upon termination of this Agreement or upon request of the Buyer, Seller shall return to the Buyer all Confidential Information in any tangible or logic form and all copies thereof (on whatever media such information may be stored), and Seller shall not retain any copies in its possession. If the Confidential Information is stored in electronic form, Seller shall permanently delete such Confidential Information. Seller shall provide the Buyer with a written certification confirming that it has complied with the above.
Indemnification. Seller shall defend, indemnify and hold harmless Buyer and Buyer’s subsidiaries, affiliates, directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, action, judgment, cost or expense (including reasonable attorney fees) arising out of or occurring in connection with (i) the Goods purchased from Seller, including, but not limited to, any claim that the Goods infringe or misappropriate any intellectual property right of any third party; (ii) Seller’s negligence or willful misconduct; (iii) Seller’s breach of the Terms. Seller shall not enter into any settlement without Buyer’s prior written consent.
Limitation of Liability. Nothing in this Agreement shall exclude or limit (a) Seller’s liability under Sections ‎6, ‎7, ‎8 and ‎13, or (b) Seller’s liability for fraud, personal injury or death caused by its negligence or willful misconduct.
Termination. This Agreement shall be in effect for the period specified in the applicable Purchase Order. Buyer may terminate this Agreement at any time upon 30 days prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Agreement with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, Buyer may terminate this Agreement upon written notice to Seller. If Buyer terminates the Agreement for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.
Insurance. During the term of this Agreement and for a period of 12 months thereafter, Seller shall maintain all insurance required by law with respect to the performance of its obligations hereunder. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with an advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer’s insurers and Buyer.
Compliance
1. Export Compliance. Seller represents that it is not listed in the U.S. Government restricted party list for export control or trade sanctions purposes, including the Specially Designated Nationals list administered by the Office of Foreign Assets Control and the Entity List, Denied Persons List and Unverified List administered by the Bureau of Industry and Security, and is not 50% or more owned, in the aggregate, by one or more restricted parties. Any Services, Deliverables, Documentation or Confidential Information provided under this Agreement may be subject to U.S. export controls. Seller agrees that it shall not export, re-export, or transfer, directly or indirectly, any Deliverables, Documentation or Confidential Information to any restricted party, to any region subject to U.S. embargo or comprehensive sanctions (currently, Cuba, Iran, North Korea, Sudan, Syria, and Crimea), or for any end use prohibited by Section 744 of the U.S. Export Administration Regulations (e.g., chemical/biological weapons, nuclear, and missiles), without obtaining any required prior authorization from the U.S. government.
2. ISO Compliance. Seller shall maintain a Quality Management program, and an Information Security program, consistent with ISO 9001 and ISO 27001 standards, or similar recognized standards/certifications with respect to the Services, Deliverables, Documentation or Confidential Information. Seller shall assist the Supplier in its ISO 9001 and ISO 27001 certification processes. Seller shall also assist in other quality management certification and security programs of the Supplier as requested by the Supplier.
Miscellaneous
1. Entire Agreement. The Agreement, contains the entire agreement and understanding between the parties with respect to the subject matter contained herein, and supersedes all prior discussions, agreements, representations and understandings in this regard. These Terms shall not be modified except by an instrument in writing signed by both parties.
2. Publicity.Seller shall not use Buyer’s name or logo in any manner or medium without Buyer’s prior written consent.
3. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party’s failure or delay is caused by or results from force majeure events, including, but not limited to, strikes, failure of major subcontractors, fire or other intervening acts of God, act of war, governmental or legal restrictions. The party delayed shall immediately notify the other party of the reasons for the delay and its estimated duration and shall take all steps necessary to minimize such delay. If such delay continues beyond 90 consecutive days, then the non-delaying party may, at its option, terminate this Agreement by sending a termination notice to the delaying party with immediate effect.
4. Assignment.Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller’s prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer’s assets.
5. Relationship of the Parties.The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
6. Waiver. No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof.
7. Severability.If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
8. Governing Law; Jurisdiction. This Agreement is governed by and construed exclusively in accordance with the laws of the State of Israel, without regard to its conflicts of law principles. All disputes arising out of or in connection with this Agreement will be finally settled solely and exclusively by a court of competent jurisdiction in Tel Aviv, Israel.
9. Survival.Provisions intended to survive the termination of this Agreement, including but not limited to Sections ‎6-8, and ‎11-‎13, shall survive without limitation of time.
10. Notices.Each notice or demand given by one party to the other pursuant to this Agreement shall be given in writing and shall be sent by registered mail to the other party at the address shown in the Purchase Order (unless another address has been notified in accordance with this Section), sent by email, or delivered by hand. Any such notice or demand shall be deemed given at the expiration of three days from the date of mailing by registered mail (against a proper certification), one business day after the time such email was sent (provided no electronic notification of failure to deliver was received), or immediately if delivered by hand (against a signature of acceptance).