TERMS AND CONDITIONS OF PURCHASE

(forming part of ASE's purchasing terms & conditions appearing on the front of the purchase order)

1. Definition

The tern “Seller” as used herein also includes subcontractors, independent contractors and all other classes of persons performing any type of work under this purchase order.

2. General Conditions and Applicable Law

By acceptance of this purchase order and/or performance hereunder, Seller agrees to comply fully with terms and conditions hereof. Acceptance of this purchase order is expressly limited to the terms and conditions of this order and none of Seller's terms and conditions shall apply in acknowledging this order or in the acceptance of this order. Acceptance by ASE Singapore Pte. Ltd., hereinafter called “ASE” of the goods, services or work delivered under this purchase order shall not constitute acceptance of Seller's terms and conditions. Seller may not ship under reservation.

Changes, modifications, waivers, additions or amendments to the terms and conditions of this order shall be binding on ASE only if such changes, waivers, additions or amendments are in writing and signed by an authorized officer of ASE.

The validity, interpretation and performance of these terms and conditions shall be governed by the laws of the Republic of Singapore.

Any knowledge or information which Seller may disclose to ASE shall not be deemed to be confidential or proprietary information and shall be acquired by ASE free from any restriction as part of the consideration for this purchase order.

Seller without the prior written consent of ASE shall not disclose information (including denial or confirmation) relative to this purchase order.

In the event Seller, its officers, employees, and agents or any of them enter premises owned, leased, occupied by or under the control of ASE in the performance of or in connection with this order, Seller agrees to indemnify and hold ASE, its officers, agent and employees harmless from any loss, cost, damage, or bodily injury (including death) of whatsoever kind of nature arising out of or incidental to the performance or delivery or installation of this order occasioned in whole or in part by the actions or omissions of Seller, its employees, officers and agents or any of them. Seller will maintain public liability, property damage and automobile liability insurance in reasonable amounts covering the obligations set forth above and upon request, it will provide ASE with Certificate of Insurance indicating the amount of such insurance.

The failure of ASE or of the Government when applicable to enforce at any time or for any period of time any of the provisions of this purchase order shall not constitute a wavier of such provisions or of the right of ASE or the Government to enforce each and every position.

3. Inspection and Warranty

Final inspection and acceptance of materials by ASE shall be at the ASE facility from which this order originates unless otherwise specified. Seller warrants that all articles, material and work supplied by Seller under this order conform to the specifications, drawings, samples or descriptions furnished or adopted by ASE and that they are of good material and workmanship and free from defect. If Seller is responsible for design of articles, Seller warrants that all articles delivered under this purchase are free from defect in design and are fit and sufficient for the purpose intended by ASE. Approval by ASE of designs furnished by Seller shall not relieve Seller of its obligations under this warranty. Any articles or materials not accepted by ASE shall be returned to Seller at Seller's expense for credit at the full price. Inspections may be performed at ASE's option on a statistical sampling basis in accordance with Mil. Std. 105. When the defects within the sample exceed the allowable percent defective, the entire lot shall be rejected.

The rejected lot will be either returned to Seller for replacement or credit as ASE may option, or 100% screened by ASE with cost of screening billed to Seller. The initial inspection performed at ASE on receipt of materials is a conditional acceptance and shall not waive the right of ASE to return materials to Seller which develop defects due to latent causes, installation and tests of the end- product. All specifications, drawings, patterns or other items supplied by ASE shall remain the property of ASE and shall be preserved in good condition and returned when the work on this order has been completed or terminated. No specifications, drawings, patterns, tools, or other items supplied by ASE or made by Seller for the use of or delivery to ASE or for use by Seller in supply to ASE shall be used by Seller for purpose other than supplying to ASE without Seller first obtaining the written consent of ASE thereto. If materials, equipment, drawings, patterns, or other items are furnished by ASE for performance of this purchase order, all risk of loss thereof or damage thereto by fire or other hazard shall be upon Seller until the materials, equipment, drawings, patterns and/or other items have been redelivered to ASE. If Seller is prevented from delivering or ASE is prevented from receiving the materials or articles referred to in this order as a result of government actions or regulations, fires, strikes, accidents and other causes beyond the control of either party, the obligation to receive or deliver shall be suspended for a reasonable time during which such conditions continue to exist.

Seller's warranty shall be effective for a period of time as set forth on the face of this order. If no such schedule is set forth on the face of this purchase order, the warranty shall be effective for a period of one year. All articles and materials returned to Seller for breach of warranty hereunder shall be at Seller's expense, including expenses and penalties incurred by ASE in recalling such articles and materials which have been delivered to ASE's customers, and expenses for redelivery.

4. Patents and Copyrights

Seller agrees to indemnify and to save ASE, its officers, agents, employees and vendors (mediate and immediate) harmless from any loss, expenses, liability, claims or demands either at law or in equity for actual or alleged infringement of any patent, invention, design, trademark, or copyright arising from the purchase, use or sale of materials or articles required by this purchase order except where such infringement or alleged infringement arises by reason of designs for such materials or articles originally furnished to Seller by ASE.

5. Changes

ASE may change from time to time any drawings, specifications or instructions for work covered by this purchase order and Seller shall comply with such notices. If such changes result in a decrease or increase in Seller's costs or in the time for performance, such adjustment in the price and time for performance shall be made by the parties in writing, provided however that Seller shall notify ASE of the request for such adjustments within three (3) days after the receipt by it of the change notice.

6. Assignments

This order and any payments to be made hereunder shall not be assigned or transferred without prior written approval by ASE. Similarly, Seller shall not subcontract any substantial portion of the work to be performed by it under this order without the prior written consent of ASE.

7. Legal Compliance

Seller at all times will comply with all applicable laws, order and regulations, including but not limited to those affecting or limiting prices, productions, purchase, sale and use of materials.

8. Termination

ASE may terminate the work to be performed hereunder in whole or in part at any time by written notice to Seller. Such notice shall state the extent and effective date of such termination and upon the receipt thereof, Seller shall comply with the directions pertaining to work stoppage hereunder and the placement of further orders or subcontractors hereunder. ASE will not entertain any cancellation charges unless such charges are expressly agreed upon and reflected on the face of this order. However, for subcontract work, within three (3) days after the receipt of the notice of termination, Seller shall submit to ASE its written termination claim, if any. Failure to submit its termination claim as provided herein shall constitute an unconditional and absolute wavier by seller of any claim arising from ASE's notice of termination. ASE reserves the right to verify claims hereunder and Seller shall make available to ASE upon its request, all relevant books, records, inventories and facilities for its inspection and audit. In the event Seller fails to reasonably accord ASE its rights hereunder, then Seller shall be deemed to have relinquished its claim asserted under the provisions of this clause.

9. Price Adjustment

ASE will not accept shipment at any increase in price above that indicated on this order. Any general price decrease announced by Seller in classification of equipment and/or materials similar to the items described on this order shall automatically reduce the price thereof by a comparable percentage.

10. Notice of Labor Dispute

Whenever any actual or potential labor delays or threatens to delay the timely performance of this order, Seller shall immediately give notice thereof to ASE.

Seller agrees to insert the substance of this clause, including this section, in any lower tier subcontract hereunder as to which a labor dispute may delay timely performance of this order, except that each such lower tier subcontract shall provide that in event its timely performance is delayed or threatened by delay by any actual or potential labor dispute, the lower tier subcontractor shall immediately notify its next higher tier contractor of all relevant information with respect to such dispute.

11. Packing and shipment

Unless otherwise specified, when the price of this order is based on the weight of the ordered products, such price is to cover net weight of products ordered only and no charge will be allowed for boxing, crating, drayage, storage or other packing requirement or any allowance for damage in connection with the foregoing. Unless otherwise specified, all products shall be packed, marked and otherwise prepared for shipment in a manner which is (i) in accordance with good commercial practice, (ii) acceptable to common carriers for shipment at the lowest rate for the particular product and in accordance with ICC regulations and (iii) adequate to insure safe arrival of the products at the named destination and for storage and protection against weather. Seller shall mark all containers with necessary lifting, handling and shipping information. An itemized packing list must accompany each shipment. Unless otherwise specified on the face of this order, all goods are to delivered on a prepaid, door-to-door basis, to the destination indicated on the face of this order.

12. Time of delivery

The delivery indicated by ASE for the articles, materials, or work to be supplied under this purchase order shall be considered as of equal importance to the price and quality. Failure to meet agreed upon delivery shall be considered a breach of the contract. Furthermore, Seller agrees to pay to ASE any penalties and damages imposed upon or incurred by ASE for failure of Seller to deliver articles, materials, or work on such delivery date. Delivery date is defined as the date goods are received in good order and condition in ASE.