RICHARDSON ELECTRONICS, LTD. (“BUYER”) – TERMS AND CONDITIONS OF PURCHASE

1. EXCLUSIVITY OF TERMS — Buyer hereby offers to purchase the Product(s) and/or Service(s) described on the face hereof. Acceptance is expressly limited to the terms and conditions of the Buyer’s Purchase Order(s) (“these terms”). Any term or condition in any form of Seller which has been or, at any time, may be received by Buyer and which is inconsistent with, additional to, or different from these terms is hereby expressly objected to, rejected and shall not be applicable to the sale or shipment of Product(s) or Service(s). Changes to any Purchase Order(s) or any contract resulting here from not made in writing executed by Buyer’s authorized contractual representative are invalid. All contracts, expressed or implied, entered into by the Buyer, shall be construed under and governed by the laws of the location of the Buyer’s corporate headquarters.
2. ACCEPTANCE OF ORDERS — Buyer’s Purchase Order(s) becomes a binding contract subject to the terms and conditions hereof when accepted by written acknowledgment by the Seller or by the Seller beginning performance thereon. Any Product(s) or Service(s) not shipped by Seller or received by Buyer in accordance with these terms may be rejected by Buyer without liability to Buyer.
3. SHIPMENT AND TRANSPORTATION — Delivery shall occur at the time the Product(s) or

Service(s) has been delivered in accordance with 2010 Incoterms stated on the Purchase Order. The Buyer assumes no responsibility, whatsoever, for Product(s) or Service(s) shipped or performed in excess of the quantities specified in Buyer’s Purchase Order(s). Seller shall bear all risk of loss of, or damage to, Product(s) after Buyer’s written notice to Seller of their rejection or cancellation of such order. All applicable shipping materials must comply with International Plant Protection Convention’s (IPPC) International Standards for Phytosanitary Measures No. 15 (ISPM 15)”

4. ACCEPTANCE OF SHIPPED PRODUCT — All Product(s) or Service(s) provided by the Seller, under any purchase order, shall be received by the Buyer subject to the Buyer’s inspection and right of inspection. Product(s) or Service(s) shall not be accepted until, on inspection, testing or use, they are found to be in accordance with the Buyer’s specifications. Payment shall not constitute acceptance. If any of the Product(s) or Service(s) shipped or performed under any Purchase Order(s) are found at any time to be defective in materials or workmanship or not in conformity with the requirements of any Purchase Order(s) in any other manner, including, without limitation, drawings, specifications, packaging, etc., the Buyer, in addition to any other rights which it may have under warranties or otherwise, shall have the right to reject and return the Product(s) or Service(s), in whole or in part, at the Seller’s expense, such Product(s) or Service(s) not to be replaced without the Buyer’s written authorization to do so. All packages must show a Purchase Order(s) number. Itemized packing slips showing such purchase order number must accompany each delivery. Seller must provide Export Classification Numbers (ECN, ITAR, Wassenaar) on Packing Slip and Invoice. Buyer’s count shall be conclusive in the absence of a packing slip. Product(s) are not to be replaced without the Buyer’s written authorization to do so. Shipment of Product(s), under any purchase order, in excess of the quantity specified, regardless of cause, will not be accepted, except as provided on the face of this order and such excesses may be returned to the Seller at the Seller’s expense, without notification to the Seller. The Buyer may, at its option, either retain Product (s) or Service(s) received more than 20 days in advance of the delivery schedule on the face of any Purchase Order(s) or return the excess to the Seller at the Seller’s risk and expense. If the Buyer retains the accelerated shipments, the payment terms will be exercised as though the accelerated shipments were received per the schedule shown on the face of any purchase order.
5. PERFORMANCE 

DELAYS — Time is of the essence for any purchase order. If delivery of Product(s) or Service(s) is not made by the scheduled delivery date, if any, provided on the face hereof, then Buyer may cancel any Purchase Order(s) and obtain the Product(s) or Service(s) elsewhere, or may accept late performance or delivery and, in either case, the Seller shall be liable to the Buyer for any loss or damage caused by the Seller’s failure to make timely performance or delivery including, without limitation, consequential and incidental damages and any incremental cost incurred by the Buyer in the obtaining of replacement Product(s) or Service(s).

WARRANTIES — In addition to all warranties provided by law, the Seller warrants that all Product(s) or Service(s) furnished hereunder shall be free from defects in design, material and workmanship, conform to all drawings, plans, specifications, samples or other descriptions furnished to the Buyer and that the Product(s) will be merchantable and fit for the particular purposes intended. Seller shall notify Buyer of any changes which may affect the function or quality of the Product or Service. All changes must be mutually agreed upon in writing. Seller also warrants that it is conveying good title to Buyer, free from any liens and encumbrances and no person has any rightful claim of infringement or violation of proprietary rights with respect to the Product(s) or Service(s). Seller further warrants that all proper and necessary precautions will be taken for the safety and protection of persons and property, and that proper warnings are provided for hazards which cannot be eliminated. These warranties, Seller’s service guarantees, and implied warranties, shall survive inspection, test and acceptance. Such guarantees and warranties, including warranties provided by law, shall benefit Buyer, its successors, assigns, employees, customers and users.

INDEMNITY AND INSURANCE — Notwithstanding anything to the contrary in any warranty, indemnity document or agreement. Seller agrees to and shall defend, indemnify and hold harmless the Buyer, its subsidiaries and their respective successors and assigns from and against, and to pay without limitation, any and all liability, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees) arising out of, in connection with or resulting in any way from the Seller’s furnishing of the Product(s) or Service(s) under this purchase order or any act or omission of Seller, its agent, employees or subcontractors, and particularly, without limiting the generality of the foregoing, for warranty, infringement or alleged infringement of intellectual property rights, defects or alleged defects in product or similar obligations under the laws of any country that Buyer or its subsidiaries may have in connection with the sale of Seller’s products or services, and for any alleged or actual personal injury, including, without limitation, death or property damage. Seller’s obligations and indemnity under this paragraph shall survive the completion of this purchase order and shall not be subject to any disclaimer or exclusion of warranties or to any limitations of Seller’s liability under any contract, agreement, acknowledgment, warranty or other document. This indemnification shall be in addition to the warranty obligations of Seller. Seller shall maintain insurance in sufficient dollar amounts to cover its legal, governmental and contractual obligations. Seller agrees to procure and maintain appropriate worldwide Commercial General Liability and Product Liability insurance, endorsed to name Buyer, as an additional insured on a primary and noncontributory basis with subrogation waiver in their favor. Evidence of such coverage, in the form of a Certificate of Insurance and providing for thirty (30) days’ notice to Buyer prior to cancellation, shall be to the Buyer not later than seven (7) days following the Seller’s acceptance of this order. Before settling, compromising, or otherwise extinguishing any claim by a third party (whether or not suit or any other type of dispute resolution procedure has been commenced) made against Buyer (a “Settlement”), Seller as indemnitor, must first obtain the written consent of Buyer and Buyer shall have discretion to withhold such consent if the Settlement (a) is for or involves non-monetary consideration or non-monetary judicial relief, including, but not limited to, promises by Buyer to do or forbear from doing any act or the granting of equitable remedies, (b) involves, requires, or implies admissions of wrongful acts (whether civil or criminal) by Buyer, and/or (c) would likely have a detrimental effect on Buyer’s reputation or goodwill. This indemnity and all other agreements of indemnity herein shall survive the acceptance of the Product(s) or Service(s) supplied under this purchase order.

WAIVER — Failure of the Buyer to enforce any condition of this order does not constitute a waiver of that or any other condition contained herein.

HAZARDOUS GOODS — Seller shall supply Buyer with Hazardous Material Safety Data Sheets as may from time to time be required by applicable law or regulation or as Buyer may request.

PRICES — The Seller represents and warrants that the prices set forth herein are as low as or lower than those currently being quoted to commercial or industrial customers or the federal government for the same Product(s) or Service(s), in like quantities under similar terms and conditions of sale.

SEVERABILITY — In the event that any provision or terms of any Purchase Order(s) or the contract arising there from shall be declared invalid or non-enforceable by a court of competent jurisdiction, all other provisions terms shall remain valid and binding.

ASSIGNMENT — Except for the purchase of parts and supplies, the Seller may not assign or subcontract any portion of this order without prior written consent of the Buyer.

OZONE DEPLETING SUBSTANCES — Seller shall accurately label, consistent with the requirement of the Clean Air Act and also Subpart E of Part 82 of Chapter 40 of the U.S. Code of Federal Regulations, any Product(s) containing or manufactured with a controlled substance under such Act or Regulations that is supplied to Buyer.

6. PAYMENT TERMS — Payment terms indicated on any Purchase Order(s) shall begin on the date of receipt of the Product(s) or Service(s).
7. PATENTS AND TRADEMARKS — The Seller shall indemnify, defend, save and hold harmless the Buyer, its successors, assigns and customers from and against any and all suits, actions, claims, demands, damages, liability, costs and expenses, including any and all attorneys’ fees arising out of any actual or claimed infringement of any United States or foreign patent or patents or trademark or trademarks –other than those of the Buyer–or proprietary rights in the manufacture, use or sales of the Product(s) or Service (s) covered under any purchase order.
8. CHANGES — Buyer shall have the right to make changes in the Purchase Order(s) at no additional charge to the Buyer unless notified in writing by the Seller that the changes are not acceptable under the terms of any purchase order. If no notification occurs within a 30-day period, then the terms of any purchase order, including the prices negotiated, will continue to prevail.

9 TERMINATION — The Buyer may terminate any Purchase Order(s) without liability, except for deliveries previously made or for Product(s) or Service(s) covered by the Purchase Order(s) then completed and subsequently delivered in accordance with the terms of the Purchase Order(s). The Seller shall transfer title and deliver to the Buyer in the manner and to the extent requested in writing by the Buyer, at or after termination, such completed materials, partly completed material and materials, parts, dies, tools, prints, information and contract rights as the Seller has produced or acquired for the performance of the terminated part of any purchase order. The Buyer will pay the Seller the agreed upon price for the completed material delivered to and accepted by the Buyer and the fair value for the other property so requested and delivered.

10. GOVERNMENTAL REGULATIONS — The Seller warrants that all Digital Sub-System(s) shall comply with all applicable federal, state and local laws, orders and regulations including, without limitation, the Fair Labor Standards Act of 1938, as amended, the Consumer Product Safety Act, the Occupational Safety and Health Act, and the Illinois Department of Labor Safety Regulations. The terms of Executive Order 11246, as amended, replaced or superseded from time to time, are expressly made a part of hereof by reference to the same as if they were repeated at length herein and all references therein to “contractor” shall be deemed to refer to and to bind the Seller. Non-USA suppliers will provide the Buyer a properly executed certificate of delivery or certificate of manufacture and delivery so that the Buyer may claim duty drawback. The Seller shall comply with all applicable country of origin and other required Product(s) markings.
11. COMPLIANCE WITH POLICY ON USE OF CONFLICT MINERALS — Supplier acknowledges that products shipped pursuant to this Purchase Order that contain tantalum, tungsten, tin and/or gold, in addition but not limited to other metals such as mica and cobalt, contain metals only from ECC/GeSI validated smelters, and not mined by countries recognized worldwide for human rights violations and environmental degradation. Buyer reserves the right to return any products which it subsequently learns violate this requirement.
12. PROHIBITION ON THE USE OF SLAVERY, SERVITUDE, FORCED OR COMPULSORY LABOR, AND/OR HUMAN TRAFFICKING — Seller hereby represents and warrants that it does not, and Seller’s suppliers and subcontractors do not, engage in any form of slave, servitude, forced, compulsory, or child labor, or human trafficking within their respective organizations, and shall not support or condone such practices. Seller shall maintain transparency within its supply chain and provide, upon request, documentation or evidence of efforts to ensure compliance with all labor, anti-slavery and anti-human trafficking laws and regulations. Buyer reserves the right to conduct audits or inspections, either directly or through third-party auditors, to verify the Supplier’s or Seller’s suppliers’ or subcontractors’ compliance with these prohibitions. Seller shall cooperate fully in such audits. Seller shall promptly report any known or suspected violations of these prohibitions within its organization to Buyer. Non-compliance with this provision will result in immediate termination of the supplier relationship, and legal action may be pursued.
13. GOVERNMENT CONTRACTS — If any Purchase Order(s) is issued under a U.S. government contract or subcontract, in addition to all other contract clauses provided herein, all applicable provision of the Federal Acquisition Regulation (FAR) and Department Of Defense FAR Supplement (DFAR) in effect are and shall be incorporated by this reference as if they were repeated at length herein, including, without limitation, 52.203-1, 2, 4 & 7, 52.209-5, 52.210-5, 52.219-1, 8, 9 & 13, 52.222-19, 20, 21, 22, 25, 26, 35 & 36, 52.223-1 & 2, 52.225-3, 8, 9, 10 & 7014 and as set forth in Equal Opportunity Clause 41 CFR Part 60-1, §60-1.4; Certification that an Affirmative Action program has been developed and is being followed 41 CFR Part 60-1, §60-1.7 and 60-1.40, Part 60-2; Certification of prior equal employment compliance with the provisions of Executive Order 11246 of September 24, 1965, as amended, or rules and regulations of the Secretary of Labor 41 CFR Part 60-1, 60-1.7; Certification that an annual Employers Information Report (EEO-1 Standard Form 100) is being filed 41 CFR Part 60-1, §60-1.7; Certification of non-segregated facilities 41 CFR Part 60-1, §60-1.8; Certification of affirmative action to employ, advance in employment, and treat any qualified handicapped individual without discrimination 41 CFR Part 60-741; Certification of affirmative action to employ, advance in employment and otherwise treat qualified disabled veterans and veterans of the Vietnam Era without discrimination based upon their disability or veterans’ status 41 CFR Part 60-250; Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals 41 CFR Part 1-1; Small Business and Small Disadvantaged Business Subcontracting Plan (Negotiated) 41 CFR Part 1-1; Utilization of Labor Surplus Area Concerns 41 CFR Part 1-1; Labor Surplus Area Subcontracting Program 41 CFR Part 1-1; Utilization of Minority Business Enterprises 41 CFR Part 1-1; Minority Business Enterprises Subcontracting Program 41 CFR Part 1-1; Utilization of Women-Owned Business Concerns, 41 CFR Part 1-1; Women-Owned Business Concerns Subcontracting Program, 41 CFR Part 1-1; and Clean Air and Water Certification 41 CFR Part 1-1;Controlled Unclassified Information/Controlled Technical Information, DFARS clause 252.204-7012; and the provisions of the Drug-Free Workplace Act of 1988 P.L. 100-690. This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. All references therein to “contractor” shall refer to and bind Seller. Seller shall supply Buyer from time to time with such certificates, in such form, as may be required by such provisions to reflect Seller’s compliance therewith.
14. OFFSET — Buyer may set off, withhold or recover from Seller such sums as may be claimed based upon or relating to any breach or alleged breach by Seller of any obligation or with respect to any liability to Buyer.
15. DISPUTES — The parties irrevocably agree that all actions or proceedings in any way, manner or respect arising out of or relating to any Purchase Order(s) or the contract resulting there from or any other transaction between the parties shall be litigated in courts having situs within the location of Buyer’s corporate headquarters and the parties hereby consent to the jurisdiction of any local, state or federal court in the location of Buyer’s corporate headquarters. In any such litigation the parties hereby waive personal service of any summons, complaint or other process and agree that service thereof may be made by certified or registered mail directed to the party to be served at its address, as herein specified. The parties hereby waive any right they may have to transfer or change the venue of any litigation brought against them in accordance with this paragraph.
16. LIMITATION ON ACTION — Any action or suit by Buyer arising in any way from this order or the contract formed by acceptance of any Purchase Order(s) may be commenced at any time within ten (10) years from the date on which the cause of action accrues which is the basis of the action or suit.
17. FORCE MAJEURE — Buyer shall not be liable for damages and costs to Seller arising out of Buyer’s delays or failures to perform if such delays or failures result from causes beyond the reasonable control of Buyer. As soon as it is reasonably apparent that the occurrence will likely cause a delay of more than thirty (30) days, Buyer shall have the right to terminate the Order.
18. END OF LIFE — Seller shall provide Buyer with a written ninety (90) day notice of its intent to discontinue the sale of goods in order that Buyer, at Buyer’s option, may make an end-of-life purchase.
19. CONFIDENTIALITY — This Order, its contents, and any Buyer supplied drawings or materials shall be treated as Buyer’s confidential information and Seller agrees to protect as such.
20. LIABILITY — In no event shall Buyer be liable to seller or a third party for any special, incidental, punitive or consequential damages, whether based upon contract, tort, or any other legal theory (including without limitation lost profits and opportunity).

REV 11/24