In addition to the terms presented on NETGEAR’s purchase order, which shall take precedence in the event of any conflict, the purchase order shall also be subject to the terms below. Seller may accept these terms in writing or by providing the goods or services identified on the purchase order. Terms in Seller's written acceptance that are in addition to or not identical with the terms of this purchase order will not become part of the agreement between Seller and NETGEAR.

Price and Payment:

Seller's prices to NETGEAR shall not exceed those identified on this purchase order or the lowest price otherwise proposed by Seller to NETGEAR, whichever is lower. Seller's acceptance of this purchase order constitutes a warranty by Seller that NETGEAR's purchase price is not greater than the price charged to other buyers of similar quantities or similar goods or services. Seller shall invoice NETGEAR for services that have been provided and goods that have been delivered and accepted in accordance with the terms herein. Seller shall ensure that invoices submitted include accurate and complete information. Upon receipt of each valid, correct and undisputed invoice, NETGEAR will pay Seller’s invoices in the time frame as indicated on the face of the NETGEAR’s purchase order. All payments due to the Seller shall be subject to a deduction by NETGEAR for payments due to NETGEAR from Seller. There are no liquidated damages or interest charges that may apply to NETGEAR's payment obligations. Unless otherwise stated in writing signed by NETGEAR, all prices include all applicable taxes, transportation and installation charges.

Shipping and Delivery:

Unless otherwise agreed to in writing and signed by NETGEAR, all shipments shall be at Seller's expense and F.O.B. the place of destination as designated by NETGEAR pursuant to this purchase order. Seller shall properly package and mark all containers and deliver to NETGEAR all documents that NETGEAR needs to receive possession of the goods. If NETGEAR, in its sole discretion, does not accept the goods or services, the Seller shall continue to bear risk of loss, and all freight, insurance and other shipping expenses, as well as any special packing expenses, shall be borne by Seller. All returned goods shall be shipped F.O.B. the place of shipment at Seller's expense. Time is of the essence under this purchase order. Seller shall tender delivery on the dates identified under this purchase order. Seller shall immediately notify NETGEAR of any possible delivery delays. NETGEAR reserves the right to terminate this purchase order, in whole or in part, without any liability if Seller fails to deliver the goods or services as required by this purchase order.

Seller's Warranties:

At all times Seller agrees to deliver to NETGEAR defect-free goods and services. Seller warrants that all goods and services, whether manufactured by Seller or others, are free and clear of liens and encumbrances, free from defects in materials, workmanship and design, free from any viruses or other malicious code, do not infringe the intellectual property right of any third party, strictly conform to NETGEAR's requirements, including all applicable designs, specifications, and/or samples, that services will be performed professionally and be at or above industry standard and all goods and services complies with NETGEAR’s Code of Conduct and all applicable laws and regulations. Notwithstanding any usage of trade or course of dealing between parties, Seller’s liability of breach of any warranty, express or implied, at NETGEAR's option, shall include (1) prompt replacement or repair of defective goods or services or (2) refund of the full purchase price and (3) any incidental, special, and consequential damages proximately caused by Seller's breach. NETGEAR’s payment of invoices will not be deemed acceptance of services or goods. There are no exclusions, limitations or disclaimers or warranty that limit Seller's liability other than those expressly recited in this purchase order.

Insurance:

Seller shall maintain sufficient insurance coverage to meet obligations required by these terms and by law.

Limitation of NETGEAR's Liability:

NETGEAR's liability arising out of this purchase order, regardless of the form of action may not exceed the total price as defined by this purchase order. In no event will NETGEAR be liable for any special, incidental, indirect and/or consequential damages including lost profits, arising out of or in connection with this purchase order whether or not NETGEAR has been advised of such liability. The essential purpose of this provision is to limit the potential liability of NETGEAR arising out of this purchase order.

Changes:

NETGEAR reserves the right to change the delivery dates, destination, and method of shipment, designs, specifications and samples provided for in this purchase order. If such changes result in change in Seller's cost or time of performance Seller shall promptly so notify NETGEAR prior to the scheduled time of performance. Nothing in these terms and conditions shall excuse Seller from proceeding with the purchase order.

Termination of Purchase Order:

NETGEAR may terminate this purchase order in whole or in part with or without cause prior to acceptance of delivery of the products or services identified or referenced on the face of this purchase order. If NETGEAR terminates this purchase order it shall have no liability beyond payment of any balance owing for goods and/or services delivered to and accepted by NETGEAR prior to notice of termination. In no event will NETGEAR be liable for any special, incidental, indirect and/or consequential damages including lost profits, arising out of the termination of this purchase order. This limitation shall apply even if NETGEAR has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

Confidentiality:

Seller shall maintain the confidentiality of NETGEAR Confidential Information and shall not disclose NETGEAR Confidential Information, except to Seller’s personnel who have a need to know such NETGEAR Confidential Information in order for Seller to provide the services and goods to NETGEAR and who are bound by a written agreement with Seller that is at least as protective of NETGEAR Confidential Information as provided herein. “NETGEAR Confidential Information” means all nonpublic information or material disclosed by NETGEAR or an affiliated company or information that would reasonably under the circumstances be understood to be confidential information.

Compliance with Laws:

Seller agrees to comply with all applicable laws and regulations in performing its obligations hereunder, including without limitation, any anti-corruption, employment, labor and human rights, data protection and privacy, health and safety, tax, customs, import, export control, and environmental laws and regulations.

Indemnity:

At NETGEAR's option, Seller will indemnify and defend, at its own expense, any claim, losses, costs, demands, allegations, suit, or proceeding brought against NETGEAR and any affiliated entities or personnel for (i) actual or alleged infringement of any patent, copyright, trademark or trade secret of any third party which arise from the goods or services provided herein, (ii) failure to comply with any applicable laws and regulations, (iii) any breach by Seller or its agents, employees or subcontractors of the terms herein, (iv) any claims that any goods or services provided by Seller caused personal injury or property damage, (v) any claims that arise or are alleged to have arisen as a result of negligent or willful acts or omissions of Seller or its agents, employees or subcontractors and (vi) any claims of its employees, affiliated companies or subcontractors regardless of the basis, including, but not limited to, the payment of settlements, judgments and attorneys' fees.

Seller's Liability:

In addition to all rights and remedies available in law and equity, Seller shall be liable to NETGEAR for all direct, indirect, special, incidentals, or consequential damages arising from any breach by Seller of the terms of this purchase order.

Entire Agreement and Applicable Law:

The terms and conditions in this purchase order constitute the entire and final agreement between NETGEAR and Seller regarding the purchase and sale of the goods or services identified in this purchase order. Any and all representations, promises, warranties or statements by NETGEAR's agent that differ in any way from the terms herein shall be given no force or effect. The United Nations Conventions of Contracts for the International Sale of Goods and/or any local implementing legislation, the application of which is expressly excluded, will not govern the terms herein. The terms herein shall be governed by and construed in accordance with the laws of the State of California, without regard to its provisions concerning the application of the laws of other jurisdiction. Any suit hereunder will be brought in the federal or state courts in the districts that include Santa Clara, California, and Seller hereby agrees and submits to the personal jurisdiction and venue thereof.

Miscellaneous:

(a) The waiver of NETGEAR of any default by Seller with respect to this purchase order's terms and conditions will not waive subsequent defaults by Seller of the same or different kind; (b) Upon the expiration or termination of this purchase order or upon NETGEAR's request, Seller will return to NETGEAR all tangible objects, written information and intellectual property supplied to Seller by NETGEAR; (c) Seller shall not assign or delegate any of its rights or duties herein without written permission from NETGEAR. NETGEAR may assign this purchase order upon notice to Seller. All information obtained by Seller from NETGEAR shall remain the property of NETGEAR. Seller shall not use for any purposes other than that contemplated by this purchase order any NETGEAR trade secret, process, techniques, designs, know-how, equipment and tooling and other confidential information relating to this purchase order.