Terms & Conditions
Of Purchase Order

This purchase order (“PO”) is issued pursuant to the purchase agreement (“Purchase Agreement”) (if any) between the addressee specified on this purchase order (“Supplier”) and UTAC Holdings Ltd, and incorporates the terms therein. The Purchase Agreement, the terms and conditions set forth below (“Terms and Conditions”), and any documents attached to or referred to on this PO constitute the complete agreement for the supply and purchase of goods and/or services set out herein (“Goods”) between the Supplier and the UTAC entity which issued this PO (“UTAC”). Supplier’s written acknowledgement or acceptance of this PO, or acceptance of UTAC’s deposit (if required), or any other conduct of Supplier or its representative consistent with the acceptance of the PO, whichever occurs first, constitutes Supplier’s unconditional acceptance of this PO and the non-negotiable terms and conditions stated herein. Each PO must be unconditionally acknowledged or accepted by Supplier in the manner set out above no later than 3 days from the date of PO, failing which, UTAC shall not be obliged to purchase any Goods except for Goods specified in a PO duly and unconditionally acknowledged or accepted by Supplier within such 3 day period. Any term(s) proposed in any Supplier documentation (including but not limited to any written acceptance or acknowledgment of this PO, packing list, delivery order or invoice), which add to, vary from, or conflict with the terms of this PO shall be void and non-binding on both parties. Any such proposed term(s) shall not operate as a rejection of this PO or otherwise affect the validity of the binding obligations hereunder. If this PO is deemed an acceptance of a prior offer by Supplier, such acceptance is limited to the terms and conditions expressly contained in this PO and this PO shall supersede all prior offers, discussions and/or agreements relating to the subject matter of this PO. UTAC shall be entitled to cancel, vary or withdraw this PO prior to the unconditional acceptance of this PO by Supplier.

Goods supplied under this PO must not be invoiced at a higher price than shown on the face of this PO without the written consent of UTAC. All goods and service tax, and value added tax chargeable by law on any payment due under this PO shall be borne by UTAC. All other taxes (including withholding tax), duties, assessments, levies and charges shall be borne by Supplier. If any withholding taxes are imposed by any government on any payments due under this PO, Supplier shall bear all such withholding taxes and UTAC shall deduct such taxes from payments due to Supplier and forward the balance to Supplier without any obligation to gross up such payment or pay Supplier any amount so withheld. Unless otherwise instructed by UTAC in writing, Supplier will invoice UTAC upon the delivery and the written acceptance of Goods by UTAC. The invoice must itemise transportation charges, insurance and taxes separately, if applicable. No charge will be allowed for packing, labelling, commissions, customs duties, storage, crating, or express handling unless indicated on this PO. All amounts payable by UTAC under this PO shall be subject to deduction, counterclaim or set off by UTAC, whether arising out of this PO or any other transaction with Supplier or any of its related corporations. All invoices shall be addressed to UTAC and must reflect the PO number failing which such invoices will be rejected and returned to Supplier and UTAC shall have no liability or responsibility for making any such payment until a proper and corrected invoice is received by UTAC.

Any information or data furnished by UTAC to Supplier under this PO in the form of specifications, requirements, designs, drawings, reprints, equipment, prototypes, forecasts, schedules, plans, processes, know-how, product or service information, pricing, customer or client information, technical, operational, business or proprietary information, or other information which UTAC designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential, shall be deemed UTAC Confidential Information, and shall remain UTAC’s property, be kept confidential, and at UTAC’s request, be promptly destroyed or returned to UTAC. Supplier shall not disclose, without UTAC’s written permission, any UTAC Confidential Information to any person except its employees on a strict “need to know” basis provided that it shall procure that such employees are made aware of and are bound by the confidentiality obligations hereunder, nor shall Supplier use the UTAC Confidential Information for any purpose other than for performing this PO. The obligations under this clause shall survive cancellation, termination, or completion of this PO.

expressly warrants that: (a) it is authorised to enter into this PO and perform the obligations hereunder; (b) all Goods provided under this PO shall be merchantable, free from defects in material and workmanship, of the highest quality, and shall conform to all applicable specifications and standards of UTAC; (c) Goods shall be fit for such particular purposes that UTAC intends to use them for; (d) all Goods supplied under this PO are wholly new, unused and contain new components and parts throughout and that Supplier has good and warrantable title to Goods free and clear of all liens and other encumbrances; and (e) any services supplied under this PO shall be performed by adequate, skilled, competent and qualified persons in a proper and professional manner. Supplier shall indemnify and hold UTAC harmless for all damages, losses, costs and liabilities arising out of or in connection with any breach of the warranties in this clause 4. In addition to the warranties above, Supplier shall extend all warranties it receives from its suppliers to UTAC and UTAC’s related corporations, affiliates, agents, customers, and other suppliers. Breach of the warranties in this provision, or any other term of this PO, shall entitle UTAC to all available rights and remedies under this PO and at law.

may terminate all or any part of this PO at any time for convenience upon written notice to Supplier. Late deliveries, deliveries of Goods which are defective or which do not conform with this PO, failure to perform as agreed, and failure to provide reasonable assurances of future performance upon request, shall all be reasons allowing UTAC to terminate this PO for cause forthwith by notice in writing to Supplier. In such event of termination for cause Supplier shall be liable for any and all damages, losses, expenses and costs due to Supplier’s breach or default. Neither party will be liable to the other party for any delay or failure to perform if that delay or failure results from an unforeseeable event or cause beyond such party’s reasonable control which affects the general public in the country of performance and frustrates the performance of such party’s obligations under this PO without fault or negligence of such party, including but not limited to acts of God, interference by civil or military authority, riots, civil disturbance, terrorist activity, wars, strikes, fires, floods, epidemic, national or widespread health quarantine, or other catastrophes, except that UTAC may terminate all or any portion of this PO without liability to Supplier if such delay or failure to perform by Supplier or on behalf of Supplier extends beyond 30 days of UTAC’s requested delivery date. UTAC’s TOTAL LIABILITY FOR DAMAGES UNDER THIS PO SHALL NOT EXCEED THE PRICE PAYABLE FOR GOODS GIVING RISE TO THE CLAIM.

By accepting this PO, Supplier agrees to indemnify and hold harmless UTAC against all actions, claims, damages, losses, liabilities, costs (including legal costs on an indemnity basis) and expenses, suffered or incurred by UTAC, its related corporations, affiliates, agents, customers, or other Suppliers as a result of or in connection with an infringement claim of copyright, trade mark, patent, design, layout-design, proprietary information or other intellectual property rights or other rights in respect of Goods furnished under this PO (“Claim”). Supplier agrees that it will, upon request of UTAC and at Supplier’s own expense, defend or assist in the defence of any Claim which may be brought against UTAC or its related corporations, affiliates, agents, customers, or other Suppliers. UTAC agrees to notify Supplier promptly upon receipt of notice of such Claim.

All tools, equipment, models, drawings, documents, reports or other materials paid for or furnished by UTAC for the purpose of this PO shall be and remain the sole property of UTAC. Supplier shall safeguard all such property while it is in Supplier’s custody or control, be liable for any loss or damage to such property, at UTAC’s option procure adequate insurance, use it only for UTAC orders, and return it to UTAC upon request. Any such property described above whether furnished or ordered by UTAC and which may be in an unfinished state may be removed by UTAC from Supplier’s premises or the premises of subcontractors upon request without further action or bond. In the event that UTAC removes such property that is not finished, UTAC will pay Supplier a percentage of the order price that corresponds to the percentage of completion. Supplier agrees to waive and hereby does waive any lien it may have in regard to such property and shall procure its subcontractors to do the same.

Supplier shall defend, indemnify and hold UTAC harmless against all damages, losses, actions, claims, liabilities, costs (including legal costs on an indemnity basis) and expenses arising out of or resulting in any way from Goods purchased under this PO, or from any act or omission of Supplier, its agents, employees, suppliers or subcontractors. This indemnification shall be in addition to all other obligations of Supplier under this PO.

shall have the right to make changes in this PO at any time for its convenience upon written notice to Supplier. Such changes shall be subject to an equitable adjustment in the performance schedule or purchase price, based on reasonable and unavoidable costs incurred by Supplier prior to notice of the change. Any claim of Supplier for an adjustment must be submitted in writing to UTAC within 30 days of the change notice.

Goods purchased under this PO are subject to UTAC’s inspection and written acceptance counter-signed by the authorised representative of UTAC. Any payment for Goods delivered shall not constitute acceptance of such Goods by UTAC. Goods rejected for non-conformance with this PO and/or are supplied in excess of those ordered or delivered in advance of the delivery schedule may, in addition to UTAC’s other rights, be returned to Supplier at Supplier’s expense, including all expenses of unpacking, examining, repacking and reshipping such Goods. If UTAC receives Goods with defects or non-conformities, whether latent or apparent on inspection, UTAC reserves the right to require a refund or replacement, as well as the right to recover transportation costs and damages. Nothing contained in this PO shall relieve Supplier from the obligations of testing, inspection and quality control, nor prejudice any right or remedy of UTAC in respect of any defect or non-conformity in any Goods.

All Goods shall be packed and shipped in accordance with the instructions and specifications set forth in this PO. In the absence of any such instructions, Supplier shall comply with best commercial practice to ensure safe arrival at destination at the lowest transportation cost. TIME IS OF THE ESSENCE UNDER THIS PO. If Goods are not delivered or provided by the date specified, without prejudice to any other rights and remedies that UTAC may have under law or contract including any liquidated damages, UTAC may terminate, without liability, this PO as to items not yet shipped or services not yet rendered, by written notice effective upon delivery to Supplier, and Supplier shall refund in full any deposit(s) paid by UTAC to Supplier. In such instance, UTAC may purchase substitute items or services elsewhere and charge Supplier with any loss incurred.

If this PO includes services or work to be performed on UTAC’s premises, Supplier agrees to indemnify UTAC from all loss, damage, actions, claims, liabilities, costs (including legal costs on an indemnity basis) or expenses arising out of such work, and further agrees to observe the highest safety standards, to adhere to all UTAC work rules, safety standards and security requirements, to maintain insurance in accordance with this clause, and to furnish evidence of such insurance at UTAC’s request. All items of work whether material and/or labour, will require full replacement value insurance, inclusive of general liability insurance with the amount appropriate with the value of the PO. The insurance coverage should be all risk including riot, strike, fire, flood and malicious damage. Shipping insurance from abroad shall include airfreight replacement cost. Supplier shall in respect of services supplied under this PO, maintain insurance policies for public liability, workmen’s compensation and contractors all risk for the duration of the services and shall keep UTAC notified of their expiry dates and intention to renew if such policies are due to expire during the currency of the supply of services.

Supplier warrants that: (a) it has obtained and will maintain all regulatory, contractual and other licenses, permits and approval which may be required to provide Goods to UTAC and perform the obligations under this PO; and (b) all Goods supplied pursuant to this PO will be produced and supplied in compliance with all applicable laws, rules and regulations, including any applicable export law restrictions. Supplier shall indemnify and hold harmless UTAC against all actions, claims, liabilities, penalties, damages, losses, costs (including legal costs on an indemnity basis) and expenses suffered or incurred by UTAC as a result of Supplier’s non-compliance with this clause.

Supplier represents and warrants that it is in compliance with all laws of those countries in which it operates, including all anti-corruption and anti-bribery laws, and will remain in compliance with all such laws during the time in which it is supplying Goods to UTAC under this PO. Supplier further represents and warrants that it has not made, authorized or offered to make payments, gifts or other transfers of value, directly or indirectly, to any government official or private person in order to (1) improperly influence any act, decision or failure to act by that official or person, (2) improperly induce that official or person to use his or her influence with a government or business entity to affect any act or decision by such government or entity or (3) secure any improper advantage. Supplier agrees that should it learn or have reason to know of any payment, gift or other transfer of value, directly or indirectly, to any government official or private person that would violate any anti-corruption or anti-bribery law, it shall immediately disclose such activity to UTAC. If, after consultation by UTAC and Supplier, any concern cannot be resolved in the good faith and reasonable judgment of UTAC, then UTAC, on written notice to Supplier, may withdraw or terminate this PO. UTAC shall have the right to terminate this PO if Supplier breaches any representation, warranty or undertaking set out in this clause 14.

Supplier represents and warrants that it complies with the standards set out in the Responsible Business Alliance (RBA) Code of Conduct, and will remain in compliance with the RBA Code of Conduct during the time in which it is supplying Goods to UTAC under this PO.

This PO and all matters arising out of or in connection thereto shall be governed by and construed in accordance with the laws of Singapore. Unless expressly stated no party other than UTAC and Supplier shall be entitled to enforce the terms of this PO, and any law purporting to grant such rights to third parties (including the Contracts (Rights of Third Parties) Act (Cap 53B) shall be excluded to the furthest extent permissible. Any dispute or claim arising out of or in connection with this PO, including any question regarding its existence, validity or termination (“Claim”), shall be resolved through friendly negotiation between UTAC and Supplier. If the Claim cannot be resolved by negotiations within 15 days from the date of first notice of such Claim by one party, either party shall be entitled to commence legal proceedings, and for this purpose the parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.

Except as expressly set forth in this PO, this PO can only be modified in writing signed by authorised representatives of both parties. Failure or delay on the part of UTAC to exercise any right, power or privilege hereunder shall not operate as a waiver thereof or any other subject, right, power or privilege. Any waiver by UTAC shall be made in writing and signed by an authorised representative of UTAC. If any provision herein is found by a court of competent jurisdiction to be void or unenforceable, the said provision shall be modified as necessary to conform to such laws or, if such modification would destroy the intent of the parties, the said provision shall be severed from this PO and this PO shall be interpreted without reference thereto. Any notice required under this PO shall be in writing and shall be deemed to have been received if correctly addressed and (a) if the notice is delivered by hand and received by the other party; (b) 3 days from the date of posting if sent by postage paid mail; or (c) upon receipt of a confirmation message or answer-back code from the receiver if sent by facsimile. Supplier provides Goods to UTAC as an independent contractor and is not to be taken to be in partnership or in a joint venture with UTAC or an employee, servant or agent of UTAC. Neither party shall have the authority to bind or commit or purport to bind or commit the other party in any way or pledge the credit of the other party for any purpose.

Without prejudice to clause 5 or any other rights or remedies UTAC may have, if Supplier becomes insolvent or bankrupt, or has a receiver and/or manager appointed over it or any part of its undertaking or assets, or becomes subject to a judicial management order, or enters into any composition or arrangement with or otherwise makes an assignment for the benefit of, its creditors, or ceases or threaten to cease to carry on business, or has distress or execution levied on or against all or any part of its property and such is not satisfied within thirty (30) days from last date of such levy, or admits in writing its inability to pay its debts as they mature or if a petition of any type be filed by or against Supplier under any bankruptcy, insolvency or other law for relief of debtors, UTAC in each and every such event may upon written notice to Supplier, forthwith terminate this PO in whole or in part without any liability whatsoever to Supplier.

No subcontract, assignment or other transfer in whole or in part of this PO shall be binding upon UTAC unless UTAC’s prior written consent is granted. Without prejudice to the foregoing, Supplier shall remain liable and responsible for the proper performance of this PO, and any act or omission of, or breach or non-compliance by its sub-contractors shall be deemed to be the act, omission, breach or non-compliance of Supplier.

This purchase order (“PO”) is issued pursuant to the purchase agreement (“Purchase Agreement”) (if any) between the addressee specified on this purchase order (“Supplier”) and UTAC Holdings Ltd, and incorporates the terms therein. The Purchase Agreement, the terms and conditions set forth below (“Terms and Conditions”), and any documents attached to or referred to on this PO constitute the complete agreement for the supply and purchase of goods and/or services set out herein (“Goods”) between the Supplier and the UTAC entity which issued this PO (“UTAC”). Supplier’s written acknowledgement or acceptance of this PO, or acceptance of UTAC’s deposit (if required), or any other conduct of Supplier or its representative consistent with the acceptance of the PO, whichever occurs first, constitutes Supplier’s unconditional acceptance of this PO and the non-negotiable terms and conditions stated herein. Each PO must be unconditionally acknowledged or accepted by Supplier in the manner set out above no later than 3 days from the date of PO, failing which, UTAC shall not be obliged to purchase any Goods except for Goods specified in a PO duly and unconditionally acknowledged or accepted by Supplier within such 3 day period. Any term(s) proposed in any Supplier documentation (including but not limited to any written acceptance or acknowledgment of this PO, packing list, delivery order or invoice), which add to, vary from, or conflict with the terms of this PO shall be void and non-binding on both parties. Any such proposed term(s) shall not operate as a rejection of this PO or otherwise affect the validity of the binding obligations hereunder. If this PO is deemed an acceptance of a prior offer by Supplier, such acceptance is limited to the terms and conditions expressly contained in this PO and this PO shall supersede all prior offers, discussions and/or agreements relating to the subject matter of this PO. UTAC shall be entitled to cancel, vary or withdraw this PO prior to the unconditional acceptance of this PO by Supplier.

Goods supplied under this PO must not be invoiced at a higher price than shown on the face of this PO without the written consent of UTAC. All goods and service tax, and value added tax chargeable by law on any payment due under this PO shall be borne by UTAC. All other taxes (including withholding tax), duties, assessments, levies and charges shall be borne by Supplier. If any withholding taxes are imposed by any government on any payments due under this PO, Supplier shall bear all such withholding taxes and UTAC shall deduct such taxes from payments due to Supplier and forward the balance to Supplier without any obligation to gross up such payment or pay Supplier any amount so withheld. Unless otherwise instructed by UTAC in writing, Supplier will invoice UTAC upon the delivery and the written acceptance of Goods by UTAC. The invoice must itemise transportation charges, insurance and taxes separately, if applicable. No charge will be allowed for packing, labelling, commissions, customs duties, storage, crating, or express handling unless indicated on this PO. All amounts payable by UTAC under this PO shall be subject to deduction, counterclaim or set off by UTAC, whether arising out of this PO or any other transaction with Supplier or any of its related corporations. All invoices shall be addressed to UTAC and must reflect the PO number failing which such invoices will be rejected and returned to Supplier and UTAC shall have no liability or responsibility for making any such payment until a proper and corrected invoice is received by UTAC.

Any information or data furnished by UTAC to Supplier under this PO in the form of specifications, requirements, designs, drawings, reprints, equipment, prototypes, forecasts, schedules, plans, processes, know-how, product or service information, pricing, customer or client information, technical, operational, business or proprietary information, or other information which UTAC designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential, shall be deemed UTAC Confidential Information, and shall remain UTAC’s property, be kept confidential, and at UTAC’s request, be promptly destroyed or returned to UTAC. Supplier shall not disclose, without UTAC’s written permission, any UTAC Confidential Information to any person except its employees on a strict “need to know” basis provided that it shall procure that such employees are made aware of and are bound by the confidentiality obligations hereunder, nor shall Supplier use the UTAC Confidential Information for any purpose other than for performing this PO. The obligations under this clause shall survive cancellation, termination, or completion of this PO.

Supplier expressly warrants that: (a) it is authorised to enter into this PO and perform the obligations hereunder; (b) all Goods provided under this PO shall be merchantable, free from defects in material and workmanship, of the highest quality, and shall conform to all applicable specifications and standards of UTAC; (c) Goods shall be fit for such particular purposes that UTAC intends to use them for; (d) all Goods supplied under this PO are wholly new, unused and contain new components and parts throughout and that Supplier has good and warrantable title to Goods free and clear of all liens and other encumbrances; and (e) any services supplied under this PO shall be performed by adequate, skilled, competent and qualified persons in a proper and professional manner. Supplier shall indemnify and hold UTAC harmless for all damages, losses, costs and liabilities arising out of or in connection with any breach of the warranties in this clause 4. In addition to the warranties above, Supplier shall extend all warranties it receives from its suppliers to UTAC and UTAC’s related corporations, affiliates, agents, customers, and other suppliers. Breach of the warranties in this provision, or any other term of this PO, shall entitle UTAC to all available rights and remedies under this PO and at law.

may terminate all or any part of this PO at any time for convenience upon written notice to Supplier. Late deliveries, deliveries of Goods which are defective or which do not conform with this PO, failure to perform as agreed, and failure to provide reasonable assurances of future performance upon request, shall all be reasons allowing UTAC to terminate this PO for cause forthwith by notice in writing to Supplier. In such event of termination for cause Supplier shall be liable for any and all damages, losses, expenses and costs due to Supplier’s breach or default. Neither party will be liable to the other party for any delay or failure to perform if that delay or failure results from an unforeseeable event or cause beyond such party’s reasonable control which affects the general public in the country of performance and frustrates the performance of such party’s obligations under this PO without fault or negligence of such party, including but not limited to acts of God, interference by civil or military authority, riots, civil disturbance, terrorist activity, wars, strikes, fires, floods, epidemic, national or widespread health quarantine, or other catastrophes, except that UTAC may terminate all or any portion of this PO without liability to Supplier if such delay or failure to perform by Supplier or on behalf of Supplier extends beyond 30 days of UTAC’s requested delivery date. UTAC’s TOTAL LIABILITY FOR DAMAGES UNDER THIS PO SHALL NOT EXCEED THE PRICE PAYABLE FOR GOODS GIVING RISE TO THE CLAIM.

By accepting this PO, Supplier agrees to indemnify and hold harmless UTAC against all actions, claims, damages, losses, liabilities, costs (including legal costs on an indemnity basis) and expenses, suffered or incurred by UTAC, its related corporations, affiliates, agents, customers, or other Suppliers as a result of or in connection with an infringement claim of copyright, trade mark, patent, design, layout-design, proprietary information or other intellectual property rights or other rights in respect of Goods furnished under this PO (“Claim”). Supplier agrees that it will, upon request of UTAC and at Supplier’s own expense, defend or assist in the defence of any Claim which may be brought against UTAC or its related corporations, affiliates, agents, customers, or other Suppliers. UTAC agrees to notify Supplier promptly upon receipt of notice of such Claim.

All tools, equipment, models, drawings, documents, reports or other materials paid for or furnished by UTAC for the purpose of this PO shall be and remain the sole property of UTAC. Supplier shall safeguard all such property while it is in Supplier’s custody or control, be liable for any loss or damage to such property, at UTAC’s option procure adequate insurance, use it only for UTAC orders, and return it to UTAC upon request. Any such property described above whether furnished or ordered by UTAC and which may be in an unfinished state may be removed by UTAC from Supplier’s premises or the premises of subcontractors upon request without further action or bond. In the event that UTAC removes such property that is not finished, UTAC will pay Supplier a percentage of the order price that corresponds to the percentage of completion. Supplier agrees to waive and hereby does waive any lien it may have in regard to such property and shall procure its subcontractors to do the same.

Supplier shall defend, indemnify and hold UTAC harmless against all damages, losses, actions, claims, liabilities, costs (including legal costs on an indemnity basis) and expenses arising out of or resulting in any way from Goods purchased under this PO, or from any act or omission of Supplier, its agents, employees, suppliers or subcontractors. This indemnification shall be in addition to all other obligations of Supplier under this PO.

shall have the right to make changes in this PO at any time for its convenience upon written notice to Supplier. Such changes shall be subject to an equitable adjustment in the performance schedule or purchase price, based on reasonable and unavoidable costs incurred by Supplier prior to notice of the change. Any claim of Supplier for an adjustment must be submitted in writing to UTAC within 30 days of the change notice.

Goods purchased under this PO are subject to UTAC’s inspection and written acceptance counter-signed by the authorised representative of UTAC. Any payment for Goods delivered shall not constitute acceptance of such Goods by UTAC. Goods rejected for non-conformance with this PO and/or are supplied in excess of those ordered or delivered in advance of the delivery schedule may, in addition to UTAC’s other rights, be returned to Supplier at Supplier’s expense, including all expenses of unpacking, examining, repacking and reshipping such Goods. If UTAC receives Goods with defects or non-conformities, whether latent or apparent on inspection, UTAC reserves the right to require a refund or replacement, as well as the right to recover transportation costs and damages. Nothing contained in this PO shall relieve Supplier from the obligations of testing, inspection and quality control, nor prejudice any right or remedy of UTAC in respect of any defect or non-conformity in any Goods.

All Goods shall be packed and shipped in accordance with the instructions and specifications set forth in this PO. In the absence of any such instructions, Supplier shall comply with best commercial practice to ensure safe arrival at destination at the lowest transportation cost. TIME IS OF THE ESSENCE UNDER THIS PO. If Goods are not delivered or provided by the date specified, without prejudice to any other rights and remedies that UTAC may have under law or contract including any liquidated damages, UTAC may terminate, without liability, this PO as to items not yet shipped or services not yet rendered, by written notice effective upon delivery to Supplier, and Supplier shall refund in full any deposit(s) paid by UTAC to Supplier. In such instance, UTAC may purchase substitute items or services elsewhere and charge Supplier with any loss incurred.

If this PO includes services or work to be performed on UTAC’s premises, Supplier agrees to indemnify UTAC from all loss, damage, actions, claims, liabilities, costs (including legal costs on an indemnity basis) or expenses arising out of such work, and further agrees to observe the highest safety standards, to adhere to all UTAC work rules, safety standards and security requirements, to maintain insurance in accordance with this clause, and to furnish evidence of such insurance at UTAC’s request. All items of work whether material and/or labour, will require full replacement value insurance, inclusive of general liability insurance with the amount appropriate with the value of the PO. The insurance coverage should be all risk including riot, strike, fire, flood and malicious damage. Shipping insurance from abroad shall include airfreight replacement cost. Supplier shall in respect of services supplied under this PO, maintain insurance policies for public liability, workmen’s compensation and contractors all risk for the duration of the services and shall keep UTAC notified of their expiry dates and intention to renew if such policies are due to expire during the currency of the supply of services.

Supplier warrants that: (a) it has obtained and will maintain all regulatory, contractual and other licenses, permits and approval which may be required to provide Goods to UTAC and perform the obligations under this PO; and (b) all Goods supplied pursuant to this PO will be produced and supplied in compliance with all applicable laws, rules and regulations, including any applicable export law restrictions. Supplier shall indemnify and hold harmless UTAC against all actions, claims, liabilities, penalties, damages, losses, costs (including legal costs on an indemnity basis) and expenses suffered or incurred by UTAC as a result of Supplier’s non-compliance with this clause.

Supplier represents and warrants that it is in compliance with all laws of those countries in which it operates, including all anti-corruption and anti-bribery laws, and will remain in compliance with all such laws during the time in which it is supplying Goods to UTAC under this PO. Supplier further represents and warrants that it has not made, authorized or offered to make payments, gifts or other transfers of value, directly or indirectly, to any government official or private person in order to (1) improperly influence any act, decision or failure to act by that official or person, (2) improperly induce that official or person to use his or her influence with a government or business entity to affect any act or decision by such government or entity or (3) secure any improper advantage. Supplier agrees that should it learn or have reason to know of any payment, gift or other transfer of value, directly or indirectly, to any government official or private person that would violate any anti-corruption or anti-bribery law, it shall immediately disclose such activity to UTAC. If, after consultation by UTAC and Supplier, any concern cannot be resolved in the good faith and reasonable judgment of UTAC, then UTAC, on written notice to Supplier, may withdraw or terminate this PO. UTAC shall have the right to terminate this PO if Supplier breaches any representation, warranty or undertaking set out in this clause 14.

Supplier represents and warrants that it complies with the standards set out in the Responsible Business Alliance (RBA) Code of Conduct, and will remain in compliance with the RBA Code of Conduct during the time in which it is supplying Goods to UTAC under this PO.

Subject to clause 17 below, this PO and all matters arising out of or in connection thereto shall be governed by and construed in accordance with the laws of Singapore. Unless expressly stated no party other than UTAC and Supplier shall be entitled to enforce the terms of this PO, and any law purporting to grant such rights to third parties (including the Contracts (Rights of Third Parties) Act (Cap 53B) shall be excluded to the furthest extent permissible. Any dispute or claim arising out of or in connection with this PO, including any question regarding its existence, validity or termination (“Claim”), shall be resolved through friendly negotiation between UTAC and Supplier. If the Claim cannot be resolved by negotiations within 15 days from the date of first notice of such Claim by one party, either party shall be entitled to commence legal proceedings, and for this purpose the parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.

Notwithstanding any other provision in the Purchase Agreement and/or Terms and Conditions, in the event that both the Supplier and UTAC are incorporated in the People’s Republic of China (“PRC”), this PO and all matters arising out of or in connection thereto shall be governed by and construed in accordance with the laws of the PRC. Any Claim shall be resolved through friendly negotiation between UTAC and Supplier. If the Claim cannot be resolved by negotiations within 15 days from the date of first notice of such Claim by one party, either party shall be entitled to commence legal proceedings, and for this purpose the parties hereby submit to the non-exclusive jurisdiction of the PRC courts.

Notwithstanding any other provision in the Purchase Agreement and/or Terms and Conditions, in the event that both the Supplier and UTAC are incorporated in the PRC, and the Goods are for any reason not delivered in accordance with the dates and/or quantities specified in this PO, the Supplier shall, to the extent permissible under PRC law, pay liquidated damages (“Liquidated Damages”) to UTAC. Such Liquidated Damages shall be calculated as two percent (2%) of the total cost of the Goods delayed / in shortage for each full week that such Goods are delayed / in shortage, provided that the total Liquidated Damages payable by Supplier to UTAC shall not exceed ten percent (10 %) of the total cost of the Goods ordered under the PO.

Except as expressly set forth in this PO, this PO can only be modified in writing signed by authorised representatives of both parties. Failure or delay on the part of UTAC to exercise any right, power or privilege hereunder shall not operate as a waiver thereof or any other subject, right, power or privilege. Any waiver by UTAC shall be made in writing and signed by an authorised representative of UTAC. If any provision herein is found by a court of competent jurisdiction to be void or unenforceable, the said provision shall be modified as necessary to conform to such laws or, if such modification would destroy the intent of the parties, the said provision shall be severed from this PO and this PO shall be interpreted without reference thereto. Any notice required under this PO shall be in writing and shall be deemed to have been received if correctly addressed and (a) if the notice is delivered by hand and received by the other party; (b) 3 days from the date of posting if sent by postage paid mail; or (c) upon receipt of a confirmation message or answer-back code from the receiver if sent by facsimile. Supplier provides Goods to UTAC as an independent contractor and is not to be taken to be in partnership or in a joint venture with UTAC or an employee, servant or agent of UTAC. Neither party shall have the authority to bind or commit or purport to bind or commit the other party in any way or pledge the credit of the other party for any purpose.

Without prejudice to clause 5 or any other rights or remedies UTAC may have, if Supplier becomes insolvent or bankrupt, or has a receiver and/or manager appointed over it or any part of its undertaking or assets, or becomes subject to a judicial management order, or enters into any composition or arrangement with or otherwise makes an assignment for the benefit of, its creditors, or ceases or threaten to cease to carry on business, or has distress or execution levied on or against all or any part of its property and such is not satisfied within thirty (30) days from last date of such levy, or admits in writing its inability to pay its debts as they mature or if a petition of any type be filed by or against Supplier under any bankruptcy, insolvency or other law for relief of debtors, UTAC in each and every such event may upon written notice to Supplier, forthwith terminate this PO in whole or in part without any liability whatsoever to Supplier.

No subcontract, assignment or other transfer in whole or in part of this PO shall be binding upon UTAC unless UTAC’s prior written consent is granted. Without prejudice to the foregoing, Supplier shall remain liable and responsible for the proper performance of this PO, and any act or omission of, or breach or non-compliance by its sub-contractors shall be deemed to be the act, omission, breach or non-compliance of Supplier.

This purchase order (“PO”) is issued pursuant to the purchase agreement (“Purchase Agreement”) (if any) between the addressee specified on this purchase order (“Supplier”) and UTAC Holdings Ltd, and incorporates the terms therein. The Purchase Agreement, the terms and conditions set forth below, and any documents attached to or referred to on this PO constitute the complete agreement for the supply and purchase of Goods and/or services set out herein (“Goods”) between the Supplier and the UTAC entity which issued this PO (“UTAC”). Supplier’s written acknowledgement or acceptance of this PO, or acceptance of UTAC’s deposit (if required), or any other conduct of Supplier or its representative consistent with the acceptance of the PO, whichever occurs first, constitutes Supplier’s unconditional acceptance of this PO and the non-negotiable terms and conditions stated herein. Each PO must be unconditionally acknowledged or accepted by Supplier in the manner set out above no later than 3 days from the date of PO, failing which, UTAC shall not be obliged to purchase any Goods except for Goods specified in a PO duly and unconditionally acknowledged or accepted by Supplier within such 3 day period. Any term(s) proposed in any Supplier documentation (including but not limited to any written acceptance or acknowledgment of this PO, packing list, delivery order or invoice), which add to, vary from, or conflict with the terms of this PO shall be void and non-binding on both parties. Any such proposed term(s) shall not operate as a rejection of this PO or otherwise affect the validity of the binding obligations hereunder. If this PO is deemed an acceptance of a prior offer by Supplier, such acceptance is limited to the terms and conditions expressly contained in this PO and this PO shall supersede all prior offers, discussions and/or agreements relating to the subject matter of this PO. UTAC shall be entitled to cancel, vary or withdraw this PO prior to the unconditional acceptance of this PO by Supplier.

Goods supplied under this PO must not be invoiced at a higher price than shown on the face of this PO without the written consent of UTAC. All goods and service tax, and value added tax chargeable by law on any payment due under this PO shall be borne by UTAC. All other taxes (including withholding tax), duties, assessments, levies and charges shall be borne by Supplier. If any withholding taxes are imposed by any government on any payments due under this PO, Supplier shall bear all such withholding taxes and UTAC shall deduct such taxes from payments due to Supplier and forward the balance to Supplier without any obligation to gross up such payment or pay Supplier any amount so withheld. Unless otherwise instructed by UTAC in writing, Supplier will invoice UTAC upon the delivery and the written acceptance of Goods by UTAC. The invoice must itemise transportation charges, insurance and taxes separately, if applicable. No charge will be allowed for packing, labelling, commissions, customs duties, storage, crating, or express handling unless indicated on this PO. All amounts payable by UTAC under this PO shall be subject to deduction, counterclaim or set off by UTAC, whether arising out of this PO or any other transaction with Supplier or any of its related corporations. All invoices shall be addressed to UTAC and must reflect the PO number failing which such invoices will be rejected and returned to Supplier and UTAC shall have no liability or responsibility for making any such payment until a proper and corrected invoice is received by UTAC.

Any information or data furnished by UTAC to Supplier under this PO in the form of specifications, requirements, designs, drawings, reprints, equipment, prototypes, forecasts, schedules, plans, processes, know-how, product or service information, pricing, customer or client information, technical, operational, business or proprietary information, or other information which UTAC designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential, shall be deemed UTAC Confidential Information, and shall remain UTAC’s property, be kept confidential, and at UTAC’s request, be promptly destroyed or returned to UTAC. Supplier shall not disclose, without UTAC’s written permission, any UTAC Confidential Information to any person except its employees on a strict “need to know” basis provided that it shall procure that such employees are made aware of and are bound by the confidentiality obligations hereunder, nor shall Supplier use the UTAC Confidential Information for any purpose other than for performing this PO. The obligations under this clause shall survive cancellation, termination, or completion of this PO.

Supplier expressly warrants that: (a) it is authorised to enter into this PO and perform the obligations hereunder; (b) all Goods provided under this PO shall be merchantable, free from defects in material and workmanship, of the highest quality, and shall conform to all applicable specifications and standards of UTAC; (c) Goods shall be fit for such particular purposes that UTAC intends to use them for; (d) all Goods supplied under this PO are wholly new, unused and contain new components and parts throughout and that Supplier has good and warrantable title to Goods free and clear of all liens and other encumbrances; and (e) any services supplied under this PO shall be performed by adequate, skilled, competent and qualified persons in a proper and professional manner. Supplier shall indemnify and hold UTAC harmless for all damages, losses, costs and liabilities arising out of or in connection with any breach of the warranties in this clause 4. In addition to the warranties above, Supplier shall extend all warranties it receives from its suppliers to UTAC and UTAC’s related corporations, affiliates, agents, customers, and other suppliers. Breach of the warranties in this provision, or any other term of this PO, shall entitle UTAC to all available rights and remedies under this PO and at law.

may terminate all or any part of this PO at any time for convenience upon written notice to Supplier. Late deliveries, deliveries of Goods which are defective or which do not conform with this PO, failure to perform as agreed, and failure to provide reasonable assurances of future performance upon request, shall all be reasons allowing UTAC to terminate this PO for cause forthwith by notice in writing to Supplier. In such event of termination for cause Supplier shall be liable for any and all damages, losses, expenses and costs due to Supplier’s breach or default. Neither party will be liable to the other party for any delay or failure to perform if that delay or failure results from an unforeseeable event or cause beyond such party’s reasonable control which affects the general public in the country of performance and frustrates the performance of such party’s obligations under this PO without fault or negligence of such party, including but not limited to acts of God, interference by civil or military authority, riots, civil disturbance, terrorist activity, wars, strikes, fires, floods, epidemic, national or widespread health quarantine, or other catastrophes, except that UTAC may terminate all or any portion of this PO without liability to Supplier if such delay or failure to perform by Supplier or on behalf of Supplier extends beyond 30 days of UTAC’s requested delivery date. UTAC’s TOTAL LIABILITY FOR DAMAGES UNDER THIS PO SHALL NOT EXCEED THE PRICE PAYABLE FOR GOODS GIVING RISE TO THE CLAIM.

By accepting this PO, Supplier agrees to indemnify and hold harmless UTAC against all actions, claims, damages, losses, liabilities, costs (including legal costs on an indemnity basis) and expenses, suffered or incurred by UTAC, its related corporations, affiliates, agents, customers, or other Suppliers as a result of or in connection with an infringement claim of copyright, trade mark, patent, design, layout-design, proprietary information or other intellectual property rights or other rights in respect of Goods furnished under this PO (“Claim”). Supplier agrees that it will, upon request of UTAC and at Supplier’s own expense, defend or assist in the defence of any Claim which may be brought against UTAC or its related corporations, affiliates, agents, customers, or other Suppliers. UTAC agrees to notify Supplier promptly upon receipt of notice of such Claim.

All tools, equipment, models, drawings, documents, reports or other materials paid for or furnished by UTAC for the purpose of this PO shall be and remain the sole property of UTAC. Supplier shall safeguard all such property while it is in Supplier’s custody or control, be liable for any loss or damage to such property, at UTAC’s option procure adequate insurance, use it only for UTAC orders, and return it to UTAC upon request. Any such property described above whether furnished or ordered by UTAC and which may be in an unfinished state may be removed by UTAC from Supplier’s premises or the premises of subcontractors upon request without further action or bond. In the event that UTAC removes such property that is not finished, UTAC will pay Supplier a percentage of the order price that corresponds to the percentage of completion. Supplier agrees to waive and hereby does waive any lien it may have in regard to such property and shall procure its subcontractors to do the same.

Supplier shall defend, indemnify and hold UTAC harmless against all damages, losses, actions, claims, liabilities, costs (including legal costs on an indemnity basis) and expenses arising out of or resulting in any way from Goods purchased under this PO, or from any act or omission of Supplier, its agents, employees, suppliers or subcontractors. This indemnification shall be in addition to all other obligations of Supplier under this PO.

shall have the right to make changes in this PO at any time for its convenience upon written notice to Supplier. Such changes shall be subject to an equitable adjustment in the performance schedule or purchase price, based on reasonable and unavoidable costs incurred by Supplier prior to notice of the change. Any claim of Supplier for an adjustment must be submitted in writing to UTAC within 30 days of the change notice.

Goods purchased under this PO are subject to UTAC’s inspection and written acceptance counter-signed by the authorised representative of UTAC. Any payment for Goods delivered shall not constitute acceptance of such Goods by UTAC. Goods rejected for non-conformance with this PO and/or are supplied in excess of those ordered or delivered in advance of the delivery schedule may, in addition to UTAC’s other rights, be returned to Supplier at Supplier’s expense, including all expenses of unpacking, examining, repacking and reshipping such Goods. If UTAC receives Goods with defects or non-conformities, whether latent or apparent on inspection, UTAC reserves the right to require a refund or replacement, as well as the right to recover transportation costs and damages. Nothing contained in this PO shall relieve Supplier from the obligations of testing, inspection and quality control, nor prejudice any right or remedy of UTAC in respect of any defect or non-conformity in any Goods.

All Goods shall be packed and shipped in accordance with the instructions and specifications set forth in this PO. In the absence of any such instructions, Supplier shall comply with best commercial practice to ensure safe arrival at destination at the lowest transportation cost. TIME IS OF THE ESSENCE UNDER THIS PO. If Goods are not delivered or provided by the date specified, without prejudice to any other rights and remedies that UTAC may have under law or contract including any liquidated damages, UTAC may terminate, without liability, this PO as to items not yet shipped or services not yet rendered, by written notice effective upon delivery to Supplier, and Supplier shall refund in full any deposit(s) paid by UTAC to Supplier. In such instance, UTAC may purchase substitute items or services elsewhere and charge Supplier with any loss incurred.

If this PO includes services or work to be performed on UTAC’s premises, Supplier agrees to indemnify UTAC from all loss, damage, actions, claims, liabilities, costs (including legal costs on an indemnity basis) or expenses arising out of such work, and further agrees to observe the highest safety standards, to adhere to all UTAC work rules, safety standards and security requirements, to maintain insurance in accordance with this clause, and to furnish evidence of such insurance at UTAC’s request. All items of work whether material and/or labour, will require full replacement value insurance, inclusive of general liability insurance with the amount appropriate with the value of the PO. The insurance coverage should be all risk including riot, strike, fire, flood and malicious damage. Shipping insurance from abroad shall include airfreight replacement cost. Supplier shall in respect of services supplied under this PO, maintain insurance policies for public liability, workmen’s compensation and contractors all risk for the duration of the services and shall keep UTAC notified of their expiry dates and intention to renew if such policies are due to expire during the currency of the supply of services.

Supplier warrants that: (a) it has obtained and will maintain all regulatory, contractual and other licenses, permits and approval which may be required to provide Goods to UTAC and perform the obligations under this PO; and (b) all Goods supplied pursuant to this PO will be produced and supplied in compliance with all applicable laws, rules and regulations, including any applicable export law restrictions. Supplier shall indemnify and hold harmless UTAC against all actions, claims, liabilities, penalties, damages, losses, costs (including legal costs on an indemnity basis) and expenses suffered or incurred by UTAC as a result of Supplier’s non-compliance with this clause.

Supplier represents and warrants that it is in compliance with all laws of those countries in which it operates, including all anti-corruption and anti-bribery laws, and will remain in compliance with all such laws during the time in which it is supplying Goods to UTAC under this PO. Supplier further represents and warrants that it has not made, authorized or offered to make payments, gifts or other transfers of value, directly or indirectly, to any government official or private person in order to (1) improperly influence any act, decision or failure to act by that official or person, (2) improperly induce that official or person to use his or her influence with a government or business entity to affect any act or decision by such government or entity or (3) secure any improper advantage. Supplier agrees that should it learn or have reason to know of any payment, gift or other transfer of value, directly or indirectly, to any government official or private person that would violate any anti-corruption or anti-bribery law, it shall immediately disclose such activity to UTAC. If, after consultation by UTAC and Supplier, any concern cannot be resolved in the good faith and reasonable judgment of UTAC, then UTAC, on written notice to Supplier, may withdraw or terminate this PO. UTAC shall have the right to terminate this PO if Supplier breaches any representation, warranty or undertaking set out in this clause 14.

Supplier represents and warrants that it complies with the standards set out in the Responsible Business Alliance (RBA) Code of Conduct, and will remain in compliance with the RBA Code of Conduct during the time in which it is supplying Goods to UTAC under this PO.

Subject to clause 17 below, this PO and all matters arising out of or in connection thereto shall be governed by and construed in accordance with the laws of Singapore. Unless expressly stated no party other than UTAC and Supplier shall be entitled to enforce the terms of this PO, and any law purporting to grant such rights to third parties (including the Contracts (Rights of Third Parties) Act (Cap 53B) shall be excluded to the furthest extent permissible. Any dispute or claim arising out of or in connection with this PO, including any question regarding its existence, validity or termination (“Claim”), shall be resolved through friendly negotiation between UTAC and Supplier. If the Claim cannot be resolved by negotiations within 15 days from the date of first notice of such Claim by one party, either party shall be entitled to commence legal proceedings, and for this purpose the parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.

Notwithstanding any other provision in the Purchase Agreement and/or Terms and Conditions, in the event that both the Supplier and UTAC are incorporated in Indonesia, this PO and all matters arising out of or in connection thereto shall be governed by and construed in accordance with the laws of Indonesia. Any Claim shall be resolved through friendly negotiation between UTAC and Supplier. If the Claim cannot be resolved by negotiations within 15 days from the date of first notice of such Claim by one party, either party shall be entitled to commence legal proceedings, and for this purpose the parties hereby submit to the non-exclusive jurisdiction of the Indonesian courts.

Except as expressly set forth in this PO, this PO can only be modified in writing signed by authorised representatives of both parties. Failure or delay on the part of UTAC to exercise any right, power or privilege hereunder shall not operate as a waiver thereof or any other subject, right, power or privilege. Any waiver by UTAC shall be made in writing and signed by an authorised representative of UTAC. If any provision herein is found by a court of competent jurisdiction to be void or unenforceable, the said provision shall be modified as necessary to conform to such laws or, if such modification would destroy the intent of the parties, the said provision shall be severed from this PO and this PO shall be interpreted without reference thereto. Any notice required under this PO shall be in writing and shall be deemed to have been received if correctly addressed and (a) if the notice is delivered by hand and received by the other party; (b) 3 days from the date of posting if sent by postage paid mail; or (c) upon receipt of a confirmation message or answer-back code from the receiver if sent by facsimile. Supplier provides Goods to UTAC as an independent contractor and is not to be taken to be in partnership or in a joint venture with UTAC or an employee, servant or agent of UTAC. Neither party shall have the authority to bind or commit or purport to bind or commit the other party in any way or pledge the credit of the other party for any purpose.

Without prejudice to clause 5 or any other rights or remedies UTAC may have, if Supplier becomes insolvent or bankrupt, or has a receiver and/or manager appointed over it or any part of its undertaking or assets, or becomes subject to a judicial management order, or enters into any composition or arrangement with or otherwise makes an assignment for the benefit of, its creditors, or ceases or threaten to cease to carry on business, or has distress or execution levied on or against all or any part of its property and such is not satisfied within thirty (30) days from last date of such levy, or admits in writing its inability to pay its debts as they mature or if a petition of any type be filed by or against Supplier under any bankruptcy, insolvency or other law for relief of debtors, UTAC in each and every such event may upon written notice to Supplier, forthwith terminate this PO in whole or in part without any liability whatsoever to Supplier.

No subcontract, assignment or other transfer in whole or in part of this PO shall be binding upon UTAC unless UTAC’s prior written consent is granted. Without prejudice to the foregoing, Supplier shall remain liable and responsible for the proper performance of this PO, and any act or omission of, or breach or non-compliance by its sub-contractors shall be deemed to be the act, omission, breach or non-compliance of Supplier.