BASIC AGREEMENT ON PURCHASE AND SALE ‘THIS AGREEMENT made on Wednesday 12th of September, 2012 by and between, ‘A SAMSUNG ASIA PTE LTD [Co. Reg. No, 1990061680, a corporation duly organized and existing Under the laws of Singapore, wih ofc at 80 Pasir Pajang Road, #17-3132 Mapltroo Businoss Cy, Singepore #17440. (Buyer and 5. DKUIL VIET NAM _CO.LTD a corporation duly ocgerzed and exiting under the lews af Vietnam, havig is place of bushes at Lot F1,due Vo Industal Park Phung Leu Corimune, Que Vo Ditet Bae Ninh Provines, Bae Ninh Cy Vietnam Sater) MIINESSETH WHEREAS, Buyer desires to purchase, and Seer i wr to sll to Buyer, the products er servces wien ae stor in Arle 2 hereof (Product) upon te ems and condone which are herefsaiorsot oth [NOW THEREFORE, in consideration of he premises andthe muti covenanis herein contained, te partes hereto hereby agre as flows, (C > Adtictet.___Definitions, 141 Inthis Agreement, unless the context otherse requires: (@)‘Aiate™ shat mesn = reisted corporation ss defined by the Companies Act (Chapler 0 of ‘Singapor), and sal Incude(witncut Emiaton) a subsidiary ef a party, ahokng company cf pany, fora subediany of he pary’s hang conga. (©) “incoming Inspection” shel mean the test stout inthe Purchase Orr or aer related document ‘ached Rereto fo ecabloh wether tbe Products mast the tetera petaning to them fhe ‘elovant Puenase Order. (© “Confidential information” shal mean any and alinfrmaton owned, eeatd, or possessed by he ‘dscosing party that the dscosing parly deskes to protect a= oowfdental against unvesheied GGscosure or improper compebive vse, ncaa, but not iid fo, sovere, eas, conceps, oowhow, teciniques, designs, spectcatons. swings, Hepa, acngs, dlagrams, moses, samples, flow charts, data, computer programs ard documenta, disk, estates, apes, marketng ans, customer ramos, fete, oF proposals, patent appicatens, Businossinfrmaton, stag and ‘evelopment plans, employe ists, business manual, tchncal thane ifermaton,o” skies, C ‘wheter conveyed as communicators or estan aa, wile, grag, ot eloctoragnete frm ot ‘ines, and al cher information which may be disclosed by the dosing party or 0 which he ‘receiving pary may be provided ecoess by the dsciosing party of others m accordance wih tis ‘areomert, which ls not genoalyavalable 1 the puble and all Confdent! Infomation shal be ‘loaned as confisona (@) © “Defect” shat mean any defects in any Products which cause not o function in conformance with the Spectications. (0) “Product” shall mean the products speed in te Purchase Orr. (“Service chat mean the wrk that Seller pofooms for Buyer a5 described inthe Purchase Order. (1 *Speciteations” shit mean the engineering, epecatonal andor functional desoiptons, deta and ‘requtements lo the Product, 98 epsciios by Buyer andor aot orth in te Purenaae Orde, 8 he ‘Same maybe masfed fom tne to bine bythe Buyer with noice Salle, ‘Adicle2__ Products 2.1 Salle sal prove the Product or Service (Produc to Buyer tough is Purchase Ore to Sele Buyer may purchase the Products fom tha Seer ort Altes, I yer purchases Proccts om‘he Sate’ Aa, tho lems ofthe Agreement hal apy fo such purchase of Product om sue ‘Aa, 06 the fate Nad ertered ino Wis Agreement wth Buyer aso the dale of is Agreement 22 Prorto he slat of actual transaction, Buyer an Sele dscuts and each an apreemonton the name of he Products, parts number, Spectcators, ust pie, cebvery lead imo, order planning, minimum fer quanty, mimum deivery quan, place of deivery, ot, i accordance wh the Purchase rir Adlcie3._ Quality assurance 94 Eoaiecng or Process Changes (8) Soller sal not change its producton codons ater issuance ofthe Purchase Order. he is ‘spec reason fre change, Sells shal obtain approval em Buyer gating the crange. Foc the Purposes otis cause, “change” shall nce, without Imation, al process cranges, sourcing anges, doslgn changes, component stepping charges, geographical feloceton of manuletuing ‘to, dring charges or prccats stop decontinuance hai sleet he Specfcalons, mechan) form ‘rfc packaging, envronmerta compatolty, fe, elit or quay of Prost, (©) When Soler tas mace any changes without prior approval om Buyer and such change causes any {alte er detect inthe Producto Buyer's producion proces, Sele sna indemnity ane Keep Buyer {uly Indernfed from and against all costs, expenses, losses, damages, lablites, pals, clams Inrespect of such change 92. Manufacturing Process Contol (2) Seer sta pertorm analysis onal sires tha ocr during the Seller's manufacturing process forthe Praducts ad impament tv necessary eoresive acto remedy suet fale. Sole sal prove 8 report to Buyer of he date, mort, line, Products elected, and remedy acon dung the sorectve ety. (©) Sele hat provide to Buyer a rock cause and corresponding corrective acon plan foreach fale ‘reported by Buyeror Buyer's customers within seven (7) days afer Salle receives he fare report. 93° Reliab Test (a) Sober stat pertorm a pot reabily test onthe production of the Product acortng to he Buyers ‘respproved tet pln by using quested enployees and testing equipments. Seer shall submit he ‘suo Buyer for tevew (Setar is unable to plement te rly test by sl, Seller may engage Buyers facity or any ‘ther authorized ted party orgenizations lo peor te ee 94 Labi foc Quay Problems (a) Seler sha bear a responsbities for any qultyprobioms occuring tothe Proctor to Buyer's ‘manutactrng press that contiouab tote Produ Seller shall demrity anc keep Buyer fly Indemnited trom and agaist a costs, expenses, esses, damages, lables, ponales, calms respect uch ually problem 35 Supt & Compensation for Senice Pars (@) Setar shal supply a tne service pats requed for repaing the Products dung the waranty period tobe mutualy agreed between tha pores. (0) Seler shall compensate Buyer for any costs, expenses, losses, damages, bites, penalties, clin sustained by Buyer due fo delay in of unavatabtiy ofthe supply of service pais during he waranty eto, Attcle 4. _Purchase Price44. The price of the Produets shall be agreed upon between the Parties hereto and set foth in the Purenase Onder 42 Whore ho pric of tne Products is deterred orn part based on Salers cost, Seller shallkop and ramain sssfactory records ft costs im sesadanes wih genom aocepise sosounong prscios ‘Bnd shal perm Bryer to nepect sch ecards all easonable mos rd on request Atficle §_Detivery 54 Buyer shall delvr the Productn accordance with the deliver schedule nthe Purchase Order Inthe ‘vent tet Ser is aware tet It wil not mest sforesad delivery schecue, Sele shall medal ‘oly the Buyer of such fact and propose a evsed dalvary schedule te Guyer.‘ Sater shal ‘atchange the delvery date witicu writen concent of he yer 52 The Sale shat give a confirmation tothe Buyer of te Delivery schesulo within 3 days ater recsvng urease Orr 53 Al Plotuels shal e delivered by the method and procedure and to the place designated ener the Purchase Order not tr than the Devry date 54 The Soler shall guarantee continuous supoly ofthe Preduct manufactured by the Seller during the Term of tis Agreement 55 Tite to the Products shall pass to Buyer upon ts recep ofthe Produets. at te designates dostinaon payment forte Products s made prorto selva, te shat pass to Buyer once Payment hasbeen ‘de andthe Products have been approprises to Buyer's Purchase Orde. 58 Tie is of the essence inthe delivery of Preducts. Slr stall immesatey rotfy Buyer of any poreble doy in the dolvory date. Soir shal devor the cevrect cuanity of Prost in aocorsance ‘th the delivery detes and guantis slated in Buyers Purchase Order ané shal be babe for any {eae or camage suiting tom non complance wih such ts, 57 Bujer reserves the rat, at Seller expense, 10 retum or to Impose storage costs on, al Products receives pror to apraed delvery date tro daivery date is speciied,detvery wil be made by the ‘ost expecitous frm of wansprtaton. tno mastod of shipments spect! by Buyer, Selle hal Use the east expensive cae. Aticles "incoming inspection 61 Solr shal cary ou he inspection ofthe Products n accordance wth he rules and procedures when ‘shal be aged upon by the partes. Sellr shal pass fo Buyer the standard inspection repo upon ‘very delivery of Products. Upen dvr, Byer shall inspect he quay of te coring shoment ofthe Produts and notly Seler of any shottage in the quantly of te Products witin tity (30), ‘ork day after the date of rival of te shipment at he Buyors customers premises, . 82 I acon 1 the inital Inspector, Buyer wih the reasonable asitanco of Sel, wil cary out ho Incoming Inspecton on the Products fo satsty self thatthe Products ae in comolance wh the ‘seceptance enlea respect of such Products Buyer shat, as soon a6 feasonaby practeabie folowing the delvery of some: () aozept Ue Product and so inf Sete witng ef) he Prodie contains Dales affect the delectve Products and provide Solr wih a ween statement ‘of such Detects, 63 Soll, ats expense, wil prompt coract the Defects sot foth in tho statement of Detects wsh respect o any Preducis and receiver fe Prost Buyer within such reasonadlaperod of ie as may be agrees upon by Buyer with rogard to all crcumstances afoing to Product Buyer shal 3s Soon as reasonably practcabe alr such redalvery,accapt cr reject the reetvered Products in Sccardance wih the prozedue set forth n Secon 82, whieh procsaue shal be repeated unt Ne Product are accepted or yor vakes the provision of Gacson 64 hareot.C 84 Should any Product fall to be aosepted afr the fal lary of that Product (uch date to be elena soley by Buyer) ten the paries shal promety meet to resolve. the problem Any Subsaguent rejection of the sare Product sha be deemed a oreach of is Agreement by Sel, and Buyer, atts option, may elect to terminate tis Agreement pursuant to Section 18.2 hereot, oF ay ‘cto accep ether resubmission ofthe applicable Produc 85, Solr sal at ts expanse, ram the Efectve Date unl th dat het is twelve (12) months fram he ate of 8uyo”s acsoplanco of Produc uso reasonable ers promply o corect documented end ‘eoredveble Defects in the Product whieh are reported in weing by Buyer to Sol. Provided, ‘however, that prior to Buyers accepance his cbgation shal apply ony to Products tat have Deen Gelvered by Sallr in aozotdence wih ti project schedule, Buyer shall provide sue) assistance In ‘ometon as Salle may essonabl request. yment 7A. Seller stall invoice Buyer forthe price of tie Products debvered to Buyer and as set out inthe Purchase Order. Upon aporoal ofthe Sel’ invcice by Buyer, Buyer shall pay Solr the inviced sum acoreng to the flowing payment cycle {M0 COMPUTATION (@) voices dated frst 15 days of calendar month wil be sid onthe 15% day of he foloaing 2 months Forexanpie, sn nies dated 1" January wil be pad on 15 March: and (©) evolees dated ater the rst 15 days of a calensar month wa be pai on te 30” ay of he ‘olowing 2 more, For example, an woe dated 18 Januar wil be pald on 30" Maren 72. With respect o any ard at payments tobe made by Buyer uncer this Agreement any Tax Autry request Buyer to wthhald income taxes fom such payment and Sever le abgated fo pay sich Income tax, Buyer shall witinois such ine tax. tom such payient provided that Buyer agrees (a Provice Soler wit an offal rcopt issued by the ravant Tax Autnoly and establishing sich Inoome taxis dly wit by Buyer on Beha of Seer 73 Bye shal be ented at al inst set any amount cwieg fm Seer an ayo attest ie Adicio #__Waranty 184 Soller makes the folowing ongcing representations and warantes: () thas the ight to entrinto tis ‘Agoement and ts perfomance of tis Agroament will ot vat the ters of any contact. gato, la, regulation or ordinance to whichis or becomes subject, (8) no cam, en, o” action xis o Uealened against Sele that wou ineere wih Buyers use o sale ofthe Produts (a) Prose a re tom Detects in design (excep fr wrt designs provided by Ouyeruloss such designe 70 based enrely on Sel’ secieatons), matel and workenanshp and vl enform fo the warrants, Spectiestons and requrements inthis Agreement forte te pero tam he date of delvery 28 Spectiog inthe rlevan: Pucase Order, (v) Producs are sate fr any use cosistent with and Comply wih the warrants, specications and equremens Mths Agreement (¥) Products ae tau ‘and do nat ooriain used of econditonad part; () Products donot infinge any itlclal propery Fight of athe pary; and (wt) al thers have greed not fo asset her meal ahs (perana! rah ‘associat wit authorship ofa wark uncer appacable law) nthe Product, tothe extent period by tow 182. For Sit (60. months ater the delvery of Products to Buyer, if Products do not comply wih the Uatiantas (hs Agreement, Sele wil rai a replace Product, or erect or rfid the Price of Preduels, sich remedy at Buyers disration If Sole fal to ropa or repiace Proaucts in a tmely ‘manner, Buyer ay do’ 0 and Seller wil remburse Buyer fr acial and teasenadle expences Incured theraom. Buyer may reum Products whch do not conf to the warranties nti ‘areorent from any Buyer cation to the nearest aubrized Soler lotion at cost of Seer snd ‘Sele wil at cost of Sal, rer any repaed or replaced Product na nly mann. SOsc ¢ 83 In aon tothe product warrants in Ailes 8.1 and 8.2, Seller wll st Auyer's discreton repair or ‘replace, o¢ sed or efind Prods tion Have the same or sma Dect at a fale spect by Buyer (Epidemic Detect Rate), o where a safety Defect found, Suppl wi commence such ‘acormance win fe () calendar days of Buyers notice to Suppler of en Epiiemie Detect Rate ‘Seppo rombucee Buyer fora actual and reaeonabeexpeneee incurs by Buyer fr such repair ‘and replacement of Products, incuing expenses esscciied wih preslem dagnoss, fold end fisned goods inventory epa or replacement. 84 Supper also hereby warrants and represents () Suopler comples with al relevant international ‘equations concoring the substances wih environmental inpects; (@) Supple coraes wah the [Buyers Standards for Contl of Substances with Envronmenta’lnpace wn Products (Sarsaung Enonmental Standards, 002049" in contaling envrenmercly hazardous substances (E) the documents and datasheets on the substances wih envormental Impacts contained in Suppers Products including, without imation, producls, pas, componanis, raw mtoras and. packsgng mates, ae accurate and turf. Supper agrees fo defend, noi harmless, and iederay Buyer {fom any cla, damages, labiy, poral, cost or expense arsing out of oF rlatod fo Suppers fate to comply with the above warantos nd representations Inc, without livtton, al ‘tomey fees and lgal cots, judges, orders, awards, andlor any damages arising out of anclor Felate any such clam or ie ‘Adicin® —__Produét Lisitty ‘8.1 Inadetion to the product waranes in Aces 8.1 and 82, Seer agrees io dfend indemnity and hold Buyer narmless against ary habit, los, expense, darhage of coat sing out of personal ivy death ar propery damage sleged to have bon caused by ny Defect in the Products ef part ‘here, provided, however, thatthe foregoing nema shal be valded end chat at be apples In {any nsiances where () Buyer fl tocar cut ropernending, craig, tals, testing, serves {and checkout the Proovcts adler talon Sal's ressonadianetuctons or ages wh respect ‘any of these matters, (i) Buyer uilzes any atactments or inoface devs or makes. any ‘modiesons tothe Products which are not epproved in wing by Sele, (=) Buyer neorporates any parts not supplied by Sater nto the Products andice combines ery equlpmant net suopled by Set “itn Prost, {w) the aloges defect areee out of Seler's complares wth any wmen reaues, Instuston, design change, drawing or spectication (nding but ol Id to struction mana Insiaflatin manval, sevice manual and waranty card propared by Buyer) spoifealy fumisned ot Imposed by Buyer upon Sele, oF 1) such ably, oss, expense, damage o” costs found fo ase ‘ram te at by yar yr agrees to dafena, indenfy and ola Sala" harmlase agent ony aby, loss, expense, damage of cot aring out of parsonal ny or death or propery damage alleged ot found tghave been caused by ary of he nstances() (i, (andr (} spectedn te above ‘Adicle 10 __Inelectual Property Right 10.1, Seller acknowedges that Buyer has a propitary intrest in Buyer's tasemark and tat no Fgh, Interest, ownership & prvloge of eso of such Wadematk iz szaorded to Sober by reazon of the ‘elationship heen established. provide, however, that Suyer hereby auorizes and gras Seler he Fait and lense fo use Buyers trademark an the Prous to be devered to Ber pureuat 10 tis Pareament. 102 Ifthe Products include any Solos intel property rights, Seler hereby grants to Buyer, under Sellars ntalactsl propery nights n such Products, an non-eclusve, perpetual rewccsbs aay free, worivide,fuby petéup inense to use, impor, reproduce, ofr forsale end cstibule the Products dung the terms othe Agreement. ‘Adicle 11_Indemnification 113. Sele agrees that it shal indemnity and hold buyer harness fom and against al clins, tosses, labities and expenses (ncluding reasonable atomey/s fees) associated with or based upon thed ary cae thet ese out oF) any ature by Sale o compl wih any cf totems ofthis Agyeoment ri) he turning by Sel of any Prosucts or Series; Or (i) any ropresantatons or warrants ‘ade by Sel, oF) any infingement ofthe intolectal propritry right, of ary thé party anaing aoe‘tom ony mater! provided by Sater alter then iaingement araing fom any mater! or sence provided by 8uyer, or hat she resut of modfcatons,ateratona or enhancements af he rata provided by Selor that are made by Buyer oy ahd ary at Buyers aecton {¥12. Selo shalt assume the detence of any acon or Sut ased on any suc ca of iniagement Bought agaist Buyer spectialy relating fo the Products, by counsel eared by Sefer and shal pay any ‘darmages asensens agant or otnenise payable to fuyer at rau ofthe al dapositon of sn sich acon o suit provided hat Buyer shall promptly noi Saller ofthe commencement of ny sch cton or sul of treat theo, ang furnish to Seer all documents relaing hereto, ane futher Provides at Seller Is alforted the opportunity, in ts sole ard absolute dscraten o determine the Fanerinwhieh such acon or suit shal be handles or otherwise pose of 11.3. Inthe agverse judgment, Seter shall us ts best ofr to obtain a Hearse for Products for Buyer orto provide Products which do not infinge such inslecial propery gt wih cooperation fom Suye. Buyer shall ge Seles the cooperation tresonably requies, at See's expense for outct pocket ‘expenses incurred by Buyer anc pid to third pats, In connection win any such acto or su Atfcle 12 _Confdantiaty 12:1, Any Content information shal be dsciosed bythe disclosing party to the vecelving partyin tangible fom conspicuously tabeted by the dschsing parly as “Confeentar or “Propretay” tthe ‘Cantidetal Infomation acesed oral a tvough demonstration, i anat be spectony cesignaied ‘3 Confgetal infomation atthe ime ofthe dsslosure and canted In wing Wo be acevo Oy he ‘eceiving party within tay (20) days ater he orl dscosure or demonsvatn, 122, ‘Te recelving party agrees to keep the Conon nforaton cicosed tt bythe dscosng party stety contdertal aa wil fo, wihow the prot ween content ofthe ove pry, dices, while {rin par, and wil not use, diaely or infec, far any purpose other han pafoming coigatons under this Agreement. 123, The reoehing paty shall use the same degre of care in keeping the Confidential Infrmaton confided as uses fr sow Consider! norton ot mar ature. 124, ‘The oblgaten under this Article shal aot exe tothe Confident Information that (2) was nthe public domain at te time it was dled or bocomes a pat of he publ dom trough no ful of {he receiving party, (0) was known to te receiving party atthe Ue of is Gecosure or becomes ‘noun te te reashng pany witout breach af his conkdental obigaion,(e) incependenty developed ty the recelvng party, () ls eisctosed by the disclosing party 1 2 tid pary wthoot Festrctens on such ti parts rights to dale or use the same, () ls approved fo olase Upon the disclosing party's por writen consrt, (is dssosed pursue o jus ode, requreent of 8 ‘governmental agency o: by eperation of aw, or (i dscased by the dicosing pay tothe eceing ary aft the nobicaton by the recelvng pat fo he Gscosing party that wl ot accept ay ret Confident! Inormaton in confidence, 125, The confidential obigatin shal be in effect ering the terms hereof and for thre (3) years thereat, ‘20 afte he lapse of such poe al of ho const obigaons shall cases andthe reeing party Shalnot ve under any bigaton whatsoever o Keep the Content Inornation content. 126. No lense, expiée or imped inthe Confdental Information is grante to the ecevng pay other ‘han use the Contaona normal ste manna and othe oxlontaulhorzed by tis Agreement. Article 19 and Ten 13. This Agreement shall come into etc on 42" of Sep, 2042 and remain eflecve fora period of ene {Sh-year, expiring on 12" of Sop, 2013 and ena! automaticaly renew for aucorsave oe (1) yaat {terms unlsstermnatd eler by ether party In wring toa (3) maths prior othe ex ea of he ‘ginal term or any ofits aniversary date 132. This Agresment (end any Purchase Order nereunder) may be trminated by eter party upon writen ot tothe other