Terms of Supply

CAMBRIDGE SILICON RADIO TERMS OF SUPPLY

1. SCOPE

The sale of CSR’s products (“Products”) and provision of Services (as defined below) by CSR to the person or legal entity purchasing the Products and Services from CSR (“Purchaser”) are subject to these Terms of Supply (“Terms”), and which shall also apply to all quotations and offers made by and purchase orders accepted by Cambridge Silicon Radio Limited located at Churchill House, Cambridge Business Park, Cowley Road, Cambridge, CB4 0WZ, UK and its affiliates (“CSR”). The Purchaser’s written purchase order constitutes an offer by the Purchaser to purchase the Products in accordance with these Terms. A contract is formed between CSR and the Purchaser only upon the acceptance by CSR in writing of Purchaser’s written purchase order (“Contract”). Any quotation issued by CSR does not constitute an offer to supply the Products. These Terms apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing, including without limitation (and to the fullest extent permitted by law) the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982, as amended. CSR’s failure to object to provisions contained in any communication from Purchaser shall not be deemed a waiver of the provisions herein.

2. PRICE

All CSR quotations are valid for thirty (30) days. Unless expressly stated otherwise in the Contract, all quoted or published prices by CSR shall be in US Dollars. The price in the Contract will accord with the most recent CSR quote (if any) for the supply of Products or Services that remains valid, or, if there is no valid CSR quote, the price published in CSR’s price book (available upon request). The price book is subject to change without notice to Purchaser. All prices shall be exclusive of any relevant government duties and taxes and shall be based on the following delivery terms: FCA (applicable international airport in territory of CSR’s relevant test and packaging supplier) Incoterms® 2010. Any sale, use or other taxes, duties, or costs imposed upon the sale or use of the Products or otherwise incurred by CSR on behalf of the Purchaser (whether CSR is acting as the agent of the Purchaser or otherwise), including but not limited to delivery and insurance over and above that included in the FCA Incoterms® 2010, shall be in addition to the price and shall be paid by the Purchaser. At any time prior to the delivery of the Products, CSR reserves the right to vary the price to take account of any increase in the cost of the Products which is beyond CSR’s control, including but not limited to, increases in materials, labour and other manufacturing costs, delivery charges, increases in taxes and duties and foreign exchange fluctuations.

3. DELIVERY & RISK OF LOSS

3.1 Delivery of the Products will be FCA (applicable international airport in territory of CSR’s relevant test and packaging supplier) Incoterms® 2010. If the Purchaser fails to take possession of all (or some) of the relevant Product(s) upon their delivery, such failure shall be a breach of the Purchaser’s obligations under the Contract, and (without prejudice to any other right or remedy available to it) CSR shall have the option to do the following: (i) deem that delivery of the Products under the FCA Incoterms® 2010 shall have been completed at the time and date which CSR notified the Purchaser as being the time and date that the Products would be available for collection, and invoice the Purchaser for the price of the Products; and/or (ii) store the Products until the Purchaser takes possession of the Products, and charge the Purchaser for all related costs and expenses (including insurance); or (iii) sell the Products and charge the Purchaser for any shortfall between the price obtained in such sale and the Contract price, and for any related storage and/or delivery costs and expenses (including insurance).

3.2 Purchaser’s written purchase orders shall contain delivery dates that are based upon or consistent with the applicable lead-time for the relevant Products at the date of such purchase order, as publicised by CSR. Any delivery dates that do not allow for CSR’s standard lead-time for the relevant Product may be extended by CSR to allow for such lead-time. CSR shall use its reasonable endeavours to deliver within any period quoted in the Contract, but any such period is an estimate only and the time of delivery is not of the essence. CSR shall not be liable for any damages, losses, or expenses incurred by Purchaser if CSR fails to meet the estimated delivery dates. CSR may not have sufficient supply of one or more products from its intended source(s) of supply to meet the full requirements of all of its customers. In such circumstances, CSR may, at its sole discretion, reduce deliveries of such product(s) on any basis it believes equitable, allowing for such priorities to such classes of customers as it deems appropriate. Any shortage or delay in the delivery of any part of a Contract for any reason does not entitle Purchaser to reject a delivery or cancel other deliveries, the Contract or any other Contracts. Any reduction or shortage need not be made up, but a pro rata adjustment shall be made to the invoice.

3.3 CSR may deliver the Products in more than one consignment and invoice each consignment separately. Each consignment shall constitute a separate Contract. CSR may, at its option, increase the delivery quantity stated in the Purchaser’s purchase order to meet standard pack requirements (if any).

3.4 The Purchaser shall inspect the Products on arrival at the delivery destination and shall within seven (7) days inform CSR in writing of: (i) any damage to the Products; or (ii) any discrepancy between the Products and CSR's specification (or the relevant user documentation or manuals), which is, or should be, apparent from inspection. If the Purchaser notifies CSR of any damage or discrepancy in accordance with this clause 3.4, the Purchaser shall give CSR reasonable opportunity to inspect the Products concerned. CSR shall, at its option, repair or replace any defective Products, or refund the price of the defective Products in full. Any repaired or replacement Products shall be governed by these Terms.

3.5 The obligations of CSR and the Purchaser in relation to import and export licenses and other authorisations and customs formalities shall be as stipulated in the FCA Incoterms® 2010 and set forth in clause 15.4 below. The Purchaser shall indemnify and hold harmless CSR from and against all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon) and liabilities suffered or incurred by CSR in consequence of any delay or failure by the Purchaser in meeting its obligations in this regard. CSR shall have no liability to the Purchaser for any delayed delivery or non-delivery of the Products where this is caused by a delay or failure by the Purchaser in meeting its obligations under the FCA Incoterms® 2010.

3.6 Title in any Product shall remain with CSR and (except for title in any Software, which shall always remain with CSR or its licensors) shall pass to the Purchaser upon CSR's receipt of all sums due for those Products. Risk in the Products shall pass on delivery in accordance with the principles of FCA Incoterms® 2010.

4. PAYMENT TERMS

4.1 Subject to the following provisions of this clause, and unless otherwise agreed in writing, CSR will invoice the Purchaser on or after the date of shipment of the Product(s), and payment shall be due thirty (30) days from the date of such invoice. Payment shall not be withheld or set off on account of any claim by the Purchaser against CSR or for any other reason whatsoever. CSR, in its sole discretion, reserves the right to require, at any time, pre-payment or security for payment from the Purchaser (including but not limited to by way of letter of credit).

4.2 CSR reserves the right to suspend or cancel deliveries of Products where payment under any Contract (related or otherwise) has not been made on its due date and remains outstanding. Without limiting any other rights or remedies of CSR (including termination rights), if the Purchaser fails to pay any amount payable by it by the due date, CSR shall be entitled but not obliged to charge the Purchaser interest on the overdue amount, at a rate of 8% above the base rate of the Bank of England from time to time (or the maximum rate allowed by law, if lower), from the due date up to the date of actual payment, both before and after judgment, and such interest shall accrue on a daily basis and be compounded quarterly. In addition, the Purchaser shall pay all reasonable out-of-pocket expenses incurred by CSR, including legal counsel fees, in connection with pursuing recovery of all outstanding amounts.

5. RESCHEDULING

5.1 The Purchaser shall have no right to cancel a Contract (whether in whole or in part) at any time.

5.2 The Purchaser may, once only in any Contract, reschedule the delivery date under such Contract to a date later than the scheduled date for delivery, provided that: (i) the new delivery date is thirty (30) days or fewer after the originally scheduled delivery date; and (ii) written notice of such rescheduling is received by CSR at least: (a) sixty (60) days before the scheduled delivery date in the case of standard Products; or (b) ninety (90) days before the scheduled delivery date in the case of custom Products. The Price current at the time of any such re-scheduling shall apply, subject to any subsequent potential price adjustment under these Terms.

6. DESIGN CHANGES

CSR reserves the right to, at any time before delivery, make any changes (including, but not limited to, design) to the Products, provided that such changes do not have a materially adverse effect on the performance or mechanical interchangeability of such Products. CSR accepts no liability whatsoever, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, howsoever arising, for any damages, or (to the extent permitted by law) injury, or otherwise arising directly or indirectly from any changes (including, but not limited to, design) to the Products permitted by this clause 6.

7. Limitations as to Use

Products are not designed for use in safety critical devices or systems such as those relating to: (i) life support; (ii) nuclear power; and/or (iii) civil aviation applications, or other applications where injury or loss of life could be reasonably foreseeable as a result of the failure of a Product. The Purchaser agrees not to use Products (or supply Products for use) in such devices or systems. The Purchaser shall indemnify on demand and hold harmless CSR from and against all losses, demands, claims, damages, costs, expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon) and liabilities suffered or incurred by CSR as a result of the Purchaser's breach of this clause 7.

8. Software

8.1 All software that is part of a Product or offered separately (“Software”) is licensed and not sold. Certain software supplied for use with CSR Products may be licensed by third parties and not by CSR (“Third Party Software”). The Purchaser agrees to abide by all license terms (including those relating to Third Party Software) for Software supplied by CSR and to indemnify CSR for any breach of such terms. The Purchaser must not remove or alter any proprietary notices, labels or marks in or on the Products or related materials.

8.2 Unless otherwise provided in a separate software license agreement between CSR and the Purchaser (or in any third party license terms applicable to Third Party Software as described in clause 8.1 above), CSR grants to the Purchaser a revocable, worldwide, non-exclusive license to use any Software under a Contract (whether as part of a Product or otherwise) solely for its intended use with a hardware Product supplied by CSR, provided always that the Purchaser agrees not to: (i) modify, adapt, alter, translate, or create derivative works from the Software; (ii) merge the Software with any other software; (iii) sub-license, lease, rent, loan or otherwise transfer the Software to any third party; (iv) use the Software in connection with the operation of a bureau or for the benefit of any third party; (v) copy the Software except as expressly authorised in writing by CSR or as permitted by law notwithstanding any contractual prohibition; (vi) use the Software to use, configure, control or interface with any integrated circuit other than the Product supplied by CSR for which the Software was provided; (vii) reverse engineer, decompile, modify, or disassemble any of the Software or allow others to do so, without the prior written consent of CSR (except to the extent expressly permitted by law notwithstanding any contractual prohibition); or (vii) cause any Software delivered as part of a Product (or any part thereof) to become subject to any obligation or condition that would require that the Software (or any of CSR's software): (a) be disclosed, distributed or made available in source code form; (b) be licensed with permission to create derivative works; or (c) be redistributable at no charge. The license granted by CSR in this clause 8.2 shall immediately terminate in the event of any breach by the Purchaser of any term of this Contract with CSR.

9. PRODUCT Warranties & DISCLAIMERS

9.1 CSR warrants that Products are, for a period of six (6) months from the date of shipment, materially free of defects in materials and workmanship which prevent the Products from operating substantially in accordance with CSR's published specification for such Product. The foregoing warranty does not apply to any defects in the Products howsoever arising as a result of, or relating to: (i) any conditions of use, operation, testing, storage and/or maintenance of the Products by the Purchaser which are not in keeping with generally accepted industry practices or which have not been recommended or authorised by CSR; (ii) any accident, wilful damage, abuse, misuse or neglect or other improper action by the Purchaser or its agents, resellers and/or customers; (iii) any improper installation, or repair or alteration by persons other than CSR; (iv) static discharge or fair wear and tear; (v) failure by the Purchaser to promptly install a Software upgrade having been notified of that upgrade by CSR; and/or (vi) any damage or discrepancy of which the Purchaser failed to notify CSR as required under clause 3.4. Notwithstanding anything to the contrary, the warranty in this clause 9.1 shall not apply to any Product identified as a pre-production version, sample or similar designation or otherwise as not having not passed all stages of full production acceptance as solely determined by CSR, or to any Software, or to any Services, or to any Products (or portion thereof) supplied or licensed by a third party (for which any warranty or services, if any, will be provided by the original manufacturer and not by CSR). The warranty set out in this clause shall not be enlarged by, and (subject to clause 13 below) no obligation or liability will arise out of, CSR’s provision of any Services under the Contract.

9.2 If CSR confirms that the Product is defective and that such defect is not a result of the exclusions described in clause 9.1 above, CSR shall, at its sole option and cost (and as the Purchaser’s sole and exclusive remedy for breach of clause 9.1), either: (i) refund or credit the Purchaser’s account for the price paid by the Purchaser for the Products; or (ii) repair or replace the Products (or their relevant parts). Purchaser shall deliver the Products to CSR, at the Purchaser's expense, in accordance with CSR’s RMA (Return Materials Authorisation) procedure, in original condition. No other Product returns are permitted without CSR's written consent. Any repaired or replacement Product shall carry the warranty set forth in Clause 9.1, however, such warranty shall start from the date of its shipment.

9.3 TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE EXPRESS WARRANTY AND EXCLUSIVE REMEDY PROVIDED IN CLAUSES 9.1 AND 9.2 ABOVE, AND SUBJECT TO CLAUSE 10.4, THE PRODUCTS, SOFTWARE, AND SERVICES ARE PROVIDED “AS IS” AND CSR EXPRESSLY EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF CSR WITH RESPECT TO THE SERVICES, SOFTWARE, PRODUCTS AND ITS PERFORMANCE WHETHER SUCH LIABILITIES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, BY REASON OF MISREPRESENTATION, OR OTHERWISE arising out of or in connection with any Contract or any Products OR SERVICES provided under any contract.

9.4 THE PURCHASER UNDERSTANDS AND AGREES THAT THE FOREGOING WARRANTY AND DISCLAIMERS allocate the risks and are an essential element under the contracts and CSR’s pricing reflects this allocation of risk and the above WARRANTY AND DISCLAIMERS.

10. LIMITATION OF LIABILITY

10.1 to the fuLLEST EXTENT PERMITTED BY LAW, The aggregate cumulative liability of CSR and its affiliates in respect of any loss or damage, INCLUDING DEATH OF OR INJURY TO ANY PERSON, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, BY REASON OF MISREPRESENTATION (OTHER THAN FRAUDULENT MISREPRESENTATION), MISSTATEMENT (OTHER THAN FRAUDULENT MISREPRESENTATION), OR OTHERWISE arising out of or in connection with any and all ContractS or any Products OR SERVICES provided under any and all contractS WITH THE PURCHASER AND ALL OF ITS AFFILIATES shall be limited to and not exceed US$100,000.

10.2 To the fullest extent permitted by law, CSR shall not be liable, in any way for: (i) any damages or losses arising from or in connection with loss of data, revenues, profits, contracts or business or failure to realise anticipated savings; or (ii) any loss of goodwill or reputation; or (iii) any special, indirect, incidental or consequential damages or losses arising out of or in connection with any contract or any products OR SERVICES provided under any contract, or (iv) damAges or losses due to delays in shipment or delivery of products, OR IN THE PROVISION OF SERVICES, purchased hereunder; in each case, whether based upon warranty, contract, tort (including negligence), strict liability, MISREPRESENTATION (OTHER THAN FRAUDULENT MISREPRESENTATION), MISSTATEMENT (OTHER THAN FRAUDULENT MISREPRESENTATION), or otherwise.

10.3 The limitations set forth in clauses 10.1 and 10.2 above are essential elements of each contract and shall apply (i) notwithstanding failure of essential purpose of any exclusive or limited remedy, and (ii) whether or not CSR has been advised of the possibility of such damages. THE PURCHASER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATION allocates the risks and is an essential element under the contracts and CSR’s pricing reflects this allocation of risk and the above LIABILITY limitations.

10.4 NOTHING IN THESE TERMS IS INTENDED (A) TO EXCLUDE OR LIMIT LIABILITY (I) for fraud, FRAUDULENT MISREPRESENTATION, FRAUDULENT MISstatement or (II) IN ANY CONTRACT WHICH IS NOT AN INTERNATIONAL SUPPLY CONTRACT FOR THE PURPOSES OF CLAUSE 26 OF THE UNFAIR CONTRACT TERMS ACT 1977, FOR DEATH OR PERSONAL INJURY OR (III) where any such exclusion or limitation is otherwise void, prohibited or unenforceable in law or (B) TO EXCLUDE FROM ANY CONTRACT WHICH IS NOT SUCH AN INTERNATIONAL SUPPLY CONTRACT THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979.

11. TERMINATION

11.1 In the event, (A) Purchaser: (i) commits any breach of the terms of a Contract; (ii) becomes unable to pay its debts as they fall due or becomes insolvent; (iii) enters into any arrangement or composition with its creditors; (iv) ceases or threatens to cease carrying on its business; (v) becomes subject to any bankruptcy or insolvency process or proceedings in any jurisdiction; or (B) a receiver is appointed over any part of the Purchaser's business, CSR may (without prejudice to any of its other rights or remedies which have accrued (or which may accrue)) terminate the Contract immediately by notice in writing. If any Products for which CSR has not already received payment are in transit to the delivery point at the time of termination, CSR shall have the right to stop the delivery and take back such Products.

11.2 The following clauses shall survive any termination or expiration of the applicable Contract; clauses 3.5, 3.6, 4, 7, 8, 9, 10, 11, 12, 13, 14, and 15.

12. INTELLECTUAL PROPERTY RIGHTS

CSR and its licensors retain all right, title and interest in and to the Products and the Software, and intellectual property rights, including but not limited to patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, mask works, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (“Intellectual Property Rights”) therein, and all such intellectual property rights created for or used by or on behalf of CSR in the provision of the Products and Services.

13. SERVICES

Unless otherwise provided in a separate services agreement between CSR and the Purchaser, where CSR provides services, including but not limited to training, development, porting, integration or support in connection with the Products ("Services"), the manner and means used to perform the Services are in the sole discretion and control of CSR. All Services shall be performed at CSR’s designated facilities unless otherwise mutually agreed in writing. Services will be provided on a time and materials basis at CSR’s then current hourly rates or at such rates as the parties mutually agree in writing. CSR will invoice the Purchaser on or after the date of performance of the relevant Services. All title to all Intellectual Property Rights created by or on behalf of CSR in performing Services shall vest in CSR; and (ii) no transfer of title to, or license in favor of, the Purchaser of any Intellectual Property Rights used by or on behalf of CSR in the provision of Services shall occur.

14. CONFIDENTIALITY

Each party undertakes that it will not, at any time whilst a Contract is in force and for five years after termination of a Contract, use, divulge or communicate to any person (except in confidence to its professional representatives or advisers or as may be required by law or any legal or regulatory authority) the terms and conditions of a Contract or any confidential information concerning the business or affairs of the other party including all Intellectual Property Rights and Software of CSR. Neither party shall use any such confidential information except for the performance of a Contract.

15. MISCELLANEOUS

15.1 CSR shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under a Contract due to any cause outside the reasonable control of CSR, including but not limited to acts of God or nature, fire, floods, war and civil disturbances, riots or terrorist actions, acts of Governments, currency restriction, labour disputes, strikes, shortages, unavailability of materials or failure of supplier, carrier or sub-contractor to deliver on time. CSR shall also have the right, in such situation, to cancel the Contract by written notice to the Purchaser.

15.2 The Purchaser shall indemnify and hold harmless CSR against any losses, demands, claims, damages, costs and expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon) and liabilities arising out of: (a) any alteration of the Products other than by CSR; (b) combination of the Products with any other products or items (including without limitation any claim for contributory infringement or inducing infringement); (c) compliance with any of the Purchaser’s designs or specifications; or (d) any material breach by the Purchaser of these Terms.

15.3 No delay by either party in enforcing the provisions of a Contract shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach.

15.4 The Purchaser shall comply with applicable trade restrictions including the terms of the Export Administration Act of 1979 of the United States of America, the UK Export Control Act 2002, the EU Dual-Use Regulation (EC1334/2000) in each case as amended, from time to time, and all rules, regulations and other legislative measures promulgated thereunder, now or hereafter in effect, including without limitation, such restrictions, rules and regulations upon the export and re-export of any of the Products acquired by the Purchaser under the Contract, and technical data relating to such Products. The Purchaser shall not export or re-export Products to countries, controlled entities, organizations and individuals to which export is prohibited by any of the above measures or measures having similar effect in any other relevant jurisdiction, and shall comply fully with such laws and regulations in the export, resale or other disposition of Products.

15.5 The Purchaser may not, without the prior written consent of CSR, assign at law or in equity any rights under a Contract, or subcontract any or all of its obligations under it or purport to do the same.

15.6 CSR assumes no liability for infringement or misappropriation of Intellectual Property Rights by the Purchaser. The Purchaser shall be solely responsible for its own products, including those using or incorporating Products purchased from CSR hereunder. The Purchaser shall be responsible, and CSR shall have no liability, for obtaining all applicable legal and governmental consents, authorizations and approvals and all applicable licenses from third parties (to the extent that they have not already been provided by CSR), including without limitation licenses for any published international standards relevant to the Products or their use or related Intellectual Property Rights, for such products. The Purchaser shall indemnify and hold harmless CSR against any losses, demands, claims, damages, costs and expenses (including without limitation consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon) and liabilities arising out of the failure by the Purchaser to comply with the requirements of this clause 15.6.

15.7 If the Purchaser asserts any Intellectual Property Rights alleging infringement by a Product or any CSR Software against CSR or CSR’s direct or indirect customers, distributors or any licensee of the CSR Software, CSR shall be entitled to terminate any Contract with the Purchaser immediately without CSR owing any further liability to the Purchaser.

15.8 The Contract and these Terms constitute the whole and only agreement between the parties relating to the subject matter of the Contract. Except in the case of fraud: (a) each party acknowledges that in entering into the Contract and these Terms it is not relying upon any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing (a “pre- contractual statement”) which is not set out in the Contract or these Terms; and (b) no party shall have any right of action against any other party to this Contract arising out of or in connection with any such pre-contractual statement except to the extent that it is repeated in the Contract or these Terms. A Contract and/or these Terms shall not be altered, modified, or amended in any respect except in writing signed by an authorized representative of each party.

15.9 In the event of any term in a Contract or these Terms is held for any reason to be void, voidable or unenforceable this shall not affect the validity or enforceability of (i) any other terms of a Contract or the Terms; or (ii) the remainder of a Contract or the Terms as a whole.

15.10 Each Contract is to be governed by and construed in accordance with English law. Any matter, claim or dispute, whether contractual or non-contractual, arising out of or in connection with a Contract, or the negotiation, existence, validity or enforceability of a Contract, shall be subject to the exclusive jurisdiction of the English courts, but CSR may seek interim injunctive relief in any competent court of law. Purchaser hereby irrevocably submits to the exclusive jurisdiction of the English courts in respect of any claim or dispute arising out of or in connection wit