General Terms and Conditions of Sale SiTel Semiconductor B.V.

GENERAL TERMS AND CONDITIONS OF SALE, VERSION 2.0, 2006

THESE CONDITIONS HAVE BEEN FILED AT THE OFFICE OF THE TRADE REGISTER OF THE CHAMBER OF COMMERCE FOR OOST BRABANT, THE NETHERLANDS, FILE NUMBER 17177191.

1.		Interpretation
1.1		In these Conditions
	(a)	"Conditions" means these general terms and conditions of sale of SiTel;
	(b)	"Goods" means all goods and/or services offered and/or sold and/or delivered and/or rendered by or on behalf of SiTel, including but not limited to micro processors and firmware;
	(c)	"Incoterms 2000" means the ICC official rules for the interpretation of trade terms Incoterms 2000
	(d)	"Purchaser" means each purchaser of Goods;
	(e)	"SiTel" means SiTel Semiconductor B.V. a private company with limited liability organised under the laws of the Netherlands, including its parent company ELTX Holding B.V. and all of its subsidiaries.
1.2		Only the English version of these Conditions shall be authentic and shall prevail, in case of inconsistency, over any translation of these Conditions in another language.
1.3		The illegality, invalidity or unenforceability of any of the provisions in these Conditions under the law of any jurisdiction does not affect the legality, validity or enforceability of (the other provisions of) these             Conditions. In such a case SiTel and Purchaser shall use reasonable endeavours to agree a replacement provision that is legal, valid and enforceable to achieve as far as possible the intended effect of the              illegal, invalid or unenforceable provision.
2.		General
2.1		These Conditions govern all offers and agreements for the sale and/or delivery of all Goods by or on behalf of SiTel to Purchaser and apply to all similar dealings and agreements between SiTel and Purchaser. The              placing of an order with SiTel shall constitute acceptance of the Conditions by the Purchaser and they shall govern the supply of Goods and all work done and services rendered by SiTel.
2.2		These Conditions shall prevail over any (standard) terms or conditions used by Purchaser or contained or referred to in the Purchaser's order or in correspondence or elsewhere or implied by trade custom practice        or course of dealing, unless expressly accepted in writing by the SiTel.
2.3		Any changes to the Conditions must be specifically agreed in writing by an authorised representative of SiTel, before becoming binding on SiTel.
2.4		Failure by SiTel to exercise or enforce any rights hereunder or under any agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
2.5		Except where claims pursuant to the law cannot be excluded and except where provided for in these Conditions, SiTel shall not be under any obligation whatsoever and the Purchaser shall not be able to invoke any             relevant claim.
3.		Offers and agreements
3.1		All offers made by SiTel are made without engagement.
3.2		All offers and agreements must be approved and signed by an authorised representative of SiTel.
3.3		If the Purchaser supplies certain information to SiTel in relation to a certain order or agreement, then SiTel may assume such information to be correct and base its offer on such information.
3.4		SiTel shall be entitled at all times to assign its rights under the agreement (in whole or in part) or to subcontract any part of or all the work or services to be provided under the agreement as it, at its sole option, deems necessary or desirable. The Purchaser shall not be entitled to assign its rights in whole or in part under the agreement without the prior express written consent of SiTel.
4.		Prices and price changes
4.1		Unless agreed upon otherwise, prices shall be based on delivery Ex Works (as defined in the Incoterms 2000) the place of manufacturing of the Goods. All prices are exclusive of any sales, revenue, excise or turnover taxes, import duties (including brokerage fees) or other taxes applicable to the manufacture, sale or supply of any Goods in any jurisdiction. Such taxes shall be added to the invoice and shall be paid by the Purchaser.
4.2		All prices are exclusive of the costs of freight, shipping, insurance and handling that may be paid by SiTel on Purchaser behalf. SiTel will only arrange for freight, shipping, insurance and handling at the specific          written request of the Purchaser and for the account of the Purchaser.
4.3		Prices quoted by SiTel are those current at the date of quotation and shall be subject to variation by SiTel to allow for any increase in costs (including those arising as a result of currency fluctuations) which SiTel has to bear coming into effect between the date of the quotation, estimate or offer and the date of delivery of the Goods or completion of the agreement and such variation shall be effective without notice unless specifically stated otherwise and shall not allow the Purchaser to cancel the order. Notwithstanding the foregoing if any such increase is to be more than 10% then SiTel will give the Purchaser notice thereof and in the event the          scheduled delivery date of the Goods, in accordance with the terms of the agreement, is less than 3 (three) months after the receipt by the Purchaser of the notification of the price increase, the Purchaser will have          the right to cancel its order by giving written notice within 14 (fourteen) days after receipt of notice of increase. Failure to cancel the order within this period will constitute acceptance of the price variation. In the event of cancellation in this manner, the Purchaser will pay to SiTel any costs so far incurred by SiTel in the carrying out of the Purchaser's order.
5.		Payment
5.1		Payment shall be made in invoice currency as denominated by SiTel (as a rule in USD) and by remittance to an account designated by SiTel.
5.2		All invoices shall be paid in full within 30 (thirty) days from the date of invoice. Purchaser does not have the right to set off claims against (any invoices received from) SiTel, unless SiTel has been declared bankrupt.
5.3		If Purchaser does not make payment on time, the Purchaser shall pay interest on the unpaid price to SiTel at the rate of USLIBOR plus 2% from the date on which the price becomes due until payment in full. If the Purchaser fails to make proper payment, it shall be in default by operation of law without any further notice of default being required.
5.4		Upon or after conclusion of an agreement, the Purchaser shall be obliged, at the request of SiTel, to provide sufficient security for its payment obligations and other obligations under the agreement (e.g. by means of a     letter of credit). SiTel shall be entitled to suspend its obligations pending the provision of such security.
6.		Delivery
6.1		Delivery is Ex Works (as defined in the Incoterms 2000) the place of manufacturing of the Goods. Risk in the Goods shallpass to the Purchaser as soon as the Goods have been placed at the disposal of the transport agent or have left the works for transportation, irrespective of whether the despatch is affected from the place of performance or a national or foreign warehouse, or who bears the costs of transport. If SiTel arranges           transport of the Goods, the route and method will be decided by SiTel.
6.2		Quoted delivery dates are approximate only and whilst every effort will be made to avoid delay, SiTel cannot accept liability for any loss direct or indirect arising from such delay.
6.3		SiTel shall not be responsible for any necessary authorisations, permits or permissions of any authorities in respect of the Goods or their delivery to the Purchaser. Failure of the Purchaser to obtain such permission shall not entitle the Purchaser to withhold or delay payment. The Purchaser agrees to comply fully with all laws and regulations concerning the purchase and sale, and import and export of the Goods, and to indemnify SiTel against any claims of third parties based on the non-compliance by Purchaser of such laws and regulations.
6.4		Unless otherwise agreed in writing SiTel may deliver Goods in one or more consignment and invoice each consignment separately.
6.5		If SiTel has insufficient goods, resources or capacity to meet all its requirements, SiTel may apportion available stocks, resources and capacity between its Purchasers at its sole discretion. For reason of wafer to finished         good yields, for customized products SiTel is allowed to deviate delivery from order quantity by plus or minus 10% to match actual lot size.
7.		Cooperation
7.1		In the context of the proper performance of an agreement, the Purchaser shall, at its own risk and expense and in a timely fashion, provide SiTel with any cooperation which SiTel may reasonably require, particularly for          the purpose of SiTel's testing procedures, quality insurance procedures, product release procedures and PQA procedures. This shall include, among other things, furnishing the requisite information, software and          documentation, reporting defects and faults properly, and making available agreed upon other facilities. In some cases Purchaser shall provide SiTel with specific software to be integrated with certain products (e.g. micro processors or voice modules) of SiTel. Solely Purchaser is responsible for the quality of the software provided to SiTel, whether provided directly or indirectly to SiTel and irrespective of the fact if the software is provided to SiTel by Purchaser's development partner.
7.2		The Purchaser shall guarantee the accuracy and completeness of the information and software described in article 7.1 and guarantees that it is entitled and authorised to provide the cooperation (and to provide the          software) described in the first paragraph. The Purchaser shall hold SiTel harmless from any and all third-party claims in this respect and from any and all costs and damages which might result for SiTel from such claims.      Furthermore Purchaser shall hold SiTelharmless from any and all damages and (additional) costs relating to aforementioned complete and accurate provision.
7.3		If any information which is required for the performance of the agreement is not made available, not made available on time, or not made available in accordance with the agreement, or if the Purchaser fails to fulfil its   obligations in some other way, SiTel shall be entitled to postpone fulfilment of its obligations under the agreement. Any resulting extra costs may be charged on by SiTel in accordance with the normal rates.
8.		Acceptance
8.1		If the parties agree on an acceptance procedure, it shall be drawn up in mutual consultation. In order for them to remain valid, the agreed acceptance criteria may not include any vague or subjective criteria or norms and must be measurable in unambiguous and objective terms. The results of each and every acceptance test shall be recorded in an acceptance test protocol. As soon as the acceptance test protocol has been signed by both parties, the acceptance test shall be deemed to have been successful and the delivered Goods and the subsequent delivered Goods to have been accepted.
8.2		If the parties have not agreed on an acceptance procedure, the Purchaser shall be deemed to have accepted the Goods at the time of their delivery as defined in Article 6.1, and other services shall be deemed to have been    accepted at thetime of their performance.
8.3		Non-acceptance on the part of the Purchaser shall be reported forthwith, in writing and with a statement of reasons, to the other party within the agreed period; failure to do so shall imply acceptance of the delivered Goods. Acceptance may never be withheld on unreasonable grounds.
8.4		At the moment of (partial) acceptance by the Purchaser, SiTel shall be deemed to have met all its obligations up to and including the moment of (partial) acceptance, without prejudice to any existing warranty obligations on the part of SiTel.
8.5		Except as agreed upon otherwise, Purchaser agrees to comply unconditionally with SiTel's applicable testing procedures, quality insurance procedures, product release procedures, PQA procedures and storage instructions. Upon request, SiTel shall provide Purchaser with a copy of the relevant procedures and instructions.
9.		Return shipments of products
9.1		Without SiTel's prior written consent and furthermore only in accordance with SiTel's applicable complaint handling procedure, SiTel shall not be obliged to accept return shipments from the Purchaser.
9.2		Receipt of return shipments shall in no way imply acceptance by SiTel of the Purchaser's stated reasons for returning the Goods. The risk attaching to returned Goods shall remain with the Purchaser until the Purchaser is credited by SiTel.
10.		Reservation of title
10.1		After the delivery of the Goods, SiTel shall retain title to such Goods as long as the Purchaser fails to perform its obligations under any agreement for the delivery of Goods by SiTel and/or has not paid claims that result from the failure to fulfil such agreements, such as damages, penalties, interest and costs.
10.2		As long as title to the delivered Goods is retained by SiTel, the Purchaser may not dispose of or encumber the Goods other than in the normal course of business.
10.3		Without prejudice to any other remedies available under any applicable law, SiTel may retake possession of the delivered Goods immediately after it invokes its retention of title. The Purchaser shall allow SiTel to enter the place where the Goods are situated.
10.4		If SiTel is unable to invoke its reservation of title because the delivered Goods have been mingled, distorted or changed by way of accession, the Purchaser shall be obliged to create a lien (or other, similar security right specified by SiTel) on the newly created goods.
11.		Warranty and complaint handling
11.1		SiTel warrants that the Goods delivered to the Purchaser conform the specifications, standards and protocols (if any) insofar as stated in SiTel's applicable datasheet and are free from material defects in workmanship and materials under normal use for a period of twelve (12) months from the date of shipment. SiTel does not warrant the software as provided by Purchaser or by Purchaser's development partner.
11.2		If, during the twelve (12) months warranty period:
	(a)	SiTel is notified in writing upon discovery of the fact that the Goods do not conform the specifications, standards and protocols (if any) insofar as stated in SiTel's applicable datasheet;
	(b)	Such Goods are returned to SiTel after the Purchaser receives SiTel's written authorisation, which shall not be    unreasonably delayed or withheld; and
	(c)	SiTel's examination of the Goods reveals that such Goods indeed do not conform the specifications, standards and protocols (if any) insofar as stated in SiTel's applicable datasheet and such non conformance was material and was not caused by accident, abuse, misuse, neglect, improper testing, installation or packaging, repair or alteration by someone else than SiTel, or by any other circumstance outside SiTel's control, then in each case SiTel will, at the Purchaser's option and at SiTel's costs, either repair, replace, or credit the Purchaser for, such defective Goods when SiTel exceeds the agreed non conformance PPM levels.
11.3		Returned Products must be shipped, transportation prepaid, by the most practical method of shipment. Shipping costs will be credited to the Buyer for all Products found to be subject to warranty adjustment. Excessive transportation costs will not be allowed. Seller can accept no billing for packing, inspection, labor charges or other incidental costs in connection with any Products returned. Unless otherwise requested by Buyer, returned Products found not subject to this warranty will be sent back to Buyer,  transportation collect. In all cases, Seller's determination will be final.
11.4		The warranty period shall not in any circumstances be extended by the replacement of any defective Goods i.e. replacement Goods shall be warranted in terms hereof only for the unexpired period of the warranty applicable to the replaced Goods.
11.5		Complaints about the Goods shall be made in writing and must reach SiTel not later than fourteen (14) days from the date of delivery in respect of any non-conformity, defect, default or shortage which would be apparent from a reasonable inspection on delivery, but in any case not later than fourteen (14) days from the date of discovery of such non-conformity, defect, default or shortage.
11.6		No action arising out of the agreement may be brought by the Purchaser more than two (2) months after the cause of action to which it relates first became, or ought to have become, known.
11.7		Where the Goods supplied in terms hereof are not of SiTel's own manufacture, SiTel shall, in so far as it is able to do so, pass to the Purchaser whatever benefits (if any) the manufacturer's warranty confers, but SiTel makes no warranties expressed or implied whatsoever in respect of such Goods.
11.8		The foregoing warranties and remedies are exclusive and SiTel hereby disclaims all other warranties, expressed, implied or otherwise, including warranties of merchantability and fitness for a particular purpose for the Goods delivered to Purchaser.
12.		Intellectual property rights and licenses
12.1		Subject to the limitations set out in these Conditions (especially in paragraph 10), SiTel will indemnify the Purchaser against damages finally awarded to any third party as a result of such a third party claiming that Goods supplied by SiTel to the Purchaser hereunder constitute an infringement of any patent, mask work or copyright effective in the United States of America, Canada, or any EU or EFTA member country or Asia. It is a precondition of this undertaking that the Purchaser must notify SiTel promptly in writing of the claim and that the Purchaser shall make no admission, compromise or settlement in respect thereof without the prior express written consent of SiTel.
12.2		The Purchaser hereby confers upon SiTel full and complete authority and control over the defence of such claim and all negotiations for the settlement and compromise of such claim and the Purchaser shall give SiTel all information and assistance that SiTel may require in connection therewith.
12.3		In no event shall SiTel's total liability to the Purchaser under this paragraph (including legal costs and damages) exceed 50% of the purchase price of the alleged infringing Goods (or part thereof).
12.4		SiTel makes and gives no express or implied condition, warranty or representation that any Goods (or part thereof) supplied hereunder will not infringe any patent, mask work or copyright of any third party whether the Goods (or part thereof) are taken alone or in conjunction or in combination with any other goods or when used in conjunction with any data or program.
12.5		SiTel shall have no liability whatsoever for any claim of infringement based on:
	(a)	SiTel's use of the Purchaser's software of the software provided by Purchaser or by Purchaser's development partner, the related technical information or compliance with the Purchaser's or Purchaser's development partner designs, specifications or instructions;
	(b)	Use of the Goods (or any part thereof) otherwise than in accordance with SiTel's datasheets, procedures, specifications and instructions; and
	(c)	Use of the Goods (or any part thereof) in connection or combination with software, programs, data or equipment not supplied by SiTel. Purchaser shall indemnify SiTel against any claim by a third party relating to the use of software, technical information, designs, specifications, programs, data or equipment supplied by or on behalf of the Purchaser or by or on behalf of Purchaser's development partner.
12.6		Purchaser shall not obtain any interest in any mask or other tooling used in the production of any Goods. The copyright and all other intellectual and industrial property rights in the software (including "firmware"), databases, chips and other material (datasheets, documentation, catalogues, reports, quotations, plans etc.) supplied to the Purchaser or to Purchaser's development partner by SiTel or made available in whatever way, shall remain exclusively with SiTel or its licensors. On the conclusion or other earlier termination of an agreement or in the case of non-fulfilment of an agreement, the Purchaser shall immediately return to SiTel all the said datasheets, documentation, reports, catalogues and plans on request. Licenses shall be granted by SiTel only when agreed and when SiTel has authority to do so from its licensors. In some cases, the licenses will be granted to the Purchaser directly by SiTel or by SiTel 's suppliers or other proprietors. The Purchaser shall be prohibited from removing or altering any proprietary notice concerning copyrights, trade marks, trade names or other intellectual and industrial property rights from software, equipment or other materials. This shall also      include any notices concerning the confidential and secret nature of (for example) firmware. Unless stated otherwise by SiTel, the Purchaser may use the Goods to the extent it is needed in order to use the Goods in accordance with the specifications of the Goods as stated in the applicable datasheet. The Purchaser may not maintain, correct, reverse engineer, decompile, or disassemble the Goods, except to the extent SiTel cannot prohibit such acts by law and unless to the extent agreed upon explicitly otherwise.
13.		Limitation of liability
13.1		The liability of SiTel with respect to the (sale and delivery of the) Goods shall not exceed the purchase price paid or payable for the relevant Goods. SiTel's liability towards the Purchaser shall only extend to compensation for direct losses, and any liability that might exist on SiTel' part to compensate all losses, costs or payment obligations in connection with any agreement with the Purchaser shall be limited to the lowest of the two following amounts: an amount of USD 500,000 or the total amount of the agreed price for the Goods supplied to Purchaser. Direct losses shall be understood as being only those losses that are directly and inextricably linked to the event that caused the damage. This restriction shall apply to contractual and non-contractual liability, unless the direct losses in question are caused intentionally by or result from gross negligence on the part of SiTel' personnel, or such a restriction is not lawfully permitted.
13.2		Under no circumstances shall SiTel be liable to the Purchaser or any other person for any kind of special, incidental, indirect, consequential or punitive damage or loss, cost or expense, including without limitation, damage based upon lost goodwill, lost sales or profits, work stoppage, production failure, impairment of other goods or otherwise, and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, negligence or otherwise. The Purchaser indemnifies SiTel against all (product) (liability) claims of third parties due to a defect or a malfunctioning in a product which has been supplied by the Purchaser to such third parties and which products consisted wholly or partly of Goods supplied by SiTel.
14.		Force Majeure  If, as a result of an event of force majeure of a permanent or temporary nature, SiTel is prevented from performing an agreement (any further), SiTel shall be entitled, without paying any compensation for any losses and without having any liability for any damage or penalty for delay in delivery or for failure and without seeking court intervention, to dissolve the agreement in full or in part by means of written notification, without prejudice to SiTel' right to payment from the Purchaser for Goods delivered, (partially) manufactured or stored by SiTel prior to the event of force majeure, or to postpone (further) performance of the agreement. In the event of postponement, SiTel shall still be entitled to dissolve the agreement in full or in part. An event of force majeure shall be understood to include all circumstances outside SiTel' direct control that result in SiTel being temporarily or permanently unable to meet its obligations. Such circumstances include, but are not limited to, fire, frost, strikes or lockouts, acts of terrorism, riots, war, governmental measures such as import or export restrictions, exceptional levels of sickness amongst SiTel' personnel, default on the part of a third party supplier, refusal or annulment of necessary permits or licenses, non compliancy of the Purchaser with any of the procedures and instructions as stated in article 8.5, and, furthermore, all circumstances in which SiTel cannot (can no longer) be reasonably expected to (continue to) fulfil its obligations toward the Purchaser.
15.		Cancellation and termination
15.1		Orders for the supply of Goods, which are not yet completed, can only be cancelled or rescheduled with SiTel's prior written approval. If SiTel approves of such a cancellation with regard to Goods, which are in the work-in-process inventory, the Purchaser shall be obliged to pay SiTel a price based on the percentage of completion of such Goods applied to the price for the finished product. Purchaser shall also promptly pay to SiTel:
	(i)	costs of settling and paying claims arising out of the termination of work under SiTel's (sub)contracts or vendors;
	(ii)	accounting, legal, and clerical costs, and
	(iii)	fifty percent (50%) of the purchase price of the portion of the order cancelled.
15.2		Any order may be cancelled in whole or in part on written notice by Purchaser because of SiTel's failure to deliver products in accordance with the terms hereof, which failure is not excused pursuant to paragraph 14 or any other part of these Conditions. Cancellation by Purchaser for default shall be effective only upon SiTel's failure to correct such default within a reasonable period of time, but not less than forty five (45) days after receipt by SiTel of written notice specifying such default.
15.3		SiTel shall have the right to immediately cancel each order and agreement without any liability or any obligation to pay costs whatsoever, in the event that:
	(a)	Purchaser is declared bankrupt or granted a moratorium of debts (or any similar procedure under foreign law) or a petition is filed for Purchaser's bankruptcy or moratorium, or Purchaser becomes insolvent or unable to meet its financial obligations in the normal course of business;
	(b)	a change of control occurs with respect to Purchaser;
	(c)	Purchaser fails to fulfil its obligations under any order or agreement, which failure is not remedied within fourteen (14) calendar days after receipt by SiTel of written notice specifying such default.
16.		Confidentiality The Purchaser shall not use (except for purposes connected with the performance of its obligations hereunder) divulge or communicate to any persons any confidential information of SiTel concerning the Goods or its Purchasers, business dealings, know how or otherwise except as required by law.
17.		Life Support Policy SiTel's products are not authorised for use as critical components in life support devices or systems. As used herein life support devices or systems are devices which (a) are intended for surgical implant into the body, or (b) support or sustain life and whose failure to perform when properly used in accordance with instructions for use provided in the labelling can be reasonably expected to result in a significant injury to the user. A critical component is any component in a life support device or system whose failure to perform can be reasonably expected to cause the failure of the life support device or system or to affect its safety or effectiveness.
18.		Governing Law and Jurisdiction
18.1		The laws of The Netherlands apply to these Conditions and all offers, sales, deliveries and agreements such Conditions apply to.
18.2		The applicability of the United Nations (Vienna) Convention on Contracts for the International Sale of Goods (CISG) is excluded.
18.3		The parties irrevocably agree that any suits, actions or proceedings that may be instituted by any party shall be initiated exclusively before the competent courts of 's-Hertogenbosch in the Netherlands without prejudice to SiTel's right to submit the relevant case to the court which would have jurisdiction if this provision has not been incorporated in the Conditions. The parties hereby consent to the jurisdiction of those courts.

        
        
                   
        
         
      
        
         
                        
        
         
       
       
       
      
             
      
      
     
     
          
     

     
      


                  



































































































































































































12.3      12.4      12.5      






   


    













                 18.               Conditions. The parties hereby consent to the jurisdiction of those courts.