1. ACCEPTANCE
THE TERMS AND CONDITIONS CONTAINED HEREIN APPLY TO ALL PURCHASE ORDERS ENTERED INTO BY O-NAVI. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON BUYER'S PURCHASE ORDER, SPECIFICACTIONS, OR OTHER DOCUMENTS ISSUED BY BUYER SHALL BE WHOLY INAPPLICABLE AND SHALL NOT BE BINDING IN ANY WAY ON O-NAVI. ACCEPTANCE OF BUYER'S OFFER IS EXPRESSLY MADE CONDITIONAL ON BUYER'S ASSENT TO THE TERMS AND CONDITIONS CONTAINED HEREIN. NO WAIVER OR AMENDMENT OF ANY OF THE PROVISIONS CONATINED IN THIS TERMS AND CONDITIONS SHALL BE BINDING ON O-NAVI UNLESS MADE IN A WRITING EXPRESSLY STATING THAT IT IS SUCH A WAIVER OR AMENDMENT AND SIGNED BY AN OFFICER AT O-NAVI.

2. PRICES
The prices for products and services covered hereunder shall be those agreed upon between the parties; provided, however, that if such prices are based on the purchase of a particular quantity of products and Buyer fails to purchase such quantity of products, O-Navi shall have the right (in addition to any other remedies available at law) to collect from Buyer the difference between the price paid by Buyer for the products purchased and the price for such products commensurate with the quantity actually purchased by Buyer. Unless otherwise agreed upon between the parties, the prices stated herein do not include any taxes or customs duties. Buyer shall pay, in addition to the prices stated, the amount of any present or future taxes and/or customs duties applicable to the sale of products or performance of services, or in lieu thereof, Buyer shall supply O-Navi with an appropriate tax exemption certificate.

3. TERMS OF PAYMENT
(a) All payments are due and payable thirty (30) days from the date of invoice. All amounts past due shall incur interest at the rate of 1.5% per month or the highest rate permitted by law, whichever is less. All payments shall be made to O-Navi at the address specified on the front of the invoice. If products or services covered by these terms and conditions are not delivered or performed at one time, Buyer shall pay for the quantity of products delivered or services performed. Each shipment shall be considered a separate and independent transaction.
(b) All shipments, deliveries, and performance of work by O-Navi shall at all times be subject to the credit approval of O-Navi. As part of this credit approval, O-Navi may at any time decline to make any shipments or deliveries, perform any work, and/or impose such other terms or conditions or security arrangements as O-Navi, in its sole discretion, deems appropriate.
(c) O-Navi reserves and Buyer hereby grants O-Navi a security interest in any products sold to the extent of the invoiced amount. If Buyer defaults under any obligation hereunder, Buyer agrees to make products available so that O-Navi can repossess them without a breach of the peace. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement. Upon O-Navi's request, Buyer will execute any documents to perfect O-Navi's security interest in any products.
(d) All international orders must be paid in full prior to shipment. Payment by bank wire transfer is considered paid upon verification of deposit in specified O-Navi account. Checks from foreign banks must clear to be considered paid in full. Checks from foreign banks with American Banking Association (ABA) account numbering and payable through a branch in the United States will be considered ‘domestic interstate’ checks and maybe subject to standard domestic clearing periods. Checks without ABA account numbering are considered ‘foreign’ checks and are subject to international clearing periods in addition to foreign check processing/handling fees imposed by O-Navi’s banks or financial institutions. Credit card are only accepted for domestic (U.S.) orders onl. All payments must be in United States dollars. All deductions, fees and taxes to be paid by customer. The net deposit amount into O-Navi’s account must at least equal the net invoice amount. Any shortages and or deficiencies, regardless of source, must be paid prior to shipment. O-Navi LLC reserves the right to decline any international sale at any time and for any reason. All international sales are subject to United States Export Regulations. Any terms, in any agreement that violates U.S. Export Regulations automatically voids those terms or agreement. O-Navi LLC cannot accept any order or payment prior to review of said order for export regulation compliance purposes. Any payment sent prior to O-Navi’s acceptance of an order will be returned at the expense, if any, of the sender.
(e) RETURN POLICY – All sales final. Returns for preferential reasons will not be accepted. O-Navi does not have an ‘evaluation period’ for any of our products. Any accepted returns are subject to a minimum 15% restocking fee. Returned items must have a valid RMA number or the item will be returned to shipper. You can obtain an RMA (Return Merchandise Authorization by contacting O-Navi customer service at: 760-672-7788). Sealed items must have labels and seals intact. Sealed items are clearly marked. Items with broken seals are considered used and are eligible for warranty service only.

4. TITLE AND DELIVERY
(a) All shipments by O-Navi are EXW O-Navi's facility, or, if applicable, O-Navi's subcontractor's facility (Free Carrier as defined in Incoterms 2000). Title and risk of loss or damage to products shall pass to Buyer upon delivery to the common carrier at O-Navi's facility, or, if applicable, O-Navi's subcontractor's facility.
(b) Buyer acknowledges and agrees that the delivery dates are estimates only and may be changed. O-Navi will use commercially reasonable efforts to deliver in accordance with the delivery dates, however, O-Navi will not be liable for failure to deliver as estimated.
(c) In the event that O-Navi's ability to supply products becomes constrained, for any reason whatsoever, O-Navi may reduce quantities, delay shipments, or allocate products among its customers at its discretion.
(d) Buyer may not cancel, push-out, or reschedule any purchase order placed with O-Navi.

5. ACCEPTANCE AND WARRANTY
(a) Any product or service sold or provided by O-Navi shall be deemed accepted by Buyer upon delivery. For a period of one (1) year from the date of invoice, O-Navi warrants to Buyer that products delivered hereunder shall comply with the applicable O-Navi Data Sheet or the mutually agreed upon specifications and shall be free from defects in material and workmanship under normal use and service. For products sold in die or wafer form, for a period of thirty (30) days from the date of invoice, O-Navi warrants to Buyer that such products shall comply with the applicable O-Navi Data Sheet or mutually agreed upon specifications and shall be free from defects in material and workmanship under normal use and service. Products which are "samples", "design verification units", and/or "prototypes" are sold "AS IS," "WITH ALL FAULTS," and with no warranty whatsoever.
(b) If, during the applicable warranty period, (i) O-Navi is notified promptly in writing upon discovery of any defect in the products, including a detailed description of such defect; (ii) such products are returned to O-Navi, DDP O-Navi's facility accompanied by O-Navi's Returned Material Authorization form; and (iii) O-Navi's examination of such products discloses to O-Navi's satisfaction that such products are defective and such defects are not caused by accident, abuse, misuse, neglect, alteration, improper installation, repair, improper testing, or use contrary to any instructions issued by O-Navi, O-Navi shall, at its sole option, either repair, replace, or credit Buyer the purchase price of such products. No products may be returned to O-Navi without O-Navi's Returned Material Authorization form. Prior to any return of products by Buyer pursuant to this Section 5, Buyer shall afford O-Navi the opportunity to inspect such products at Buyer's location.
(c) The performance of this warranty does not extend the warranty period for any products beyond that period applicable to the products originally delivered.
(d) THE FOREGOING WARRANTY CONSTITUTES O-NAVI'S EXCLUSIVE LIABILITY, AND THE EXCLUSIVE REMEDY OF BUYER, FOR ANY BREACH OF ANY WARRANTY OR OTHER NONCONFORMITY OF THE PRODUCTS COVERED BY THESE TERMS AND CONDITIONS. THIS WARRANTY IS EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES. O-NAVI MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, including WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY SHALL BE AS EXPRESSLY PROVIDED IN THIS SECTION 5.
(e) IN NO EVENT WILL O-NAVI BE LIABLE FOR ANY COSTS ASSOCIATED WITH THE REPLACEMENT OR REPAIR OF PRODUCT, INCLUDING LABOR, INSTALLATION, OR OTHER COSTS INCURRED BY BUYER AND, IN PARTICULAR, ANY COSTS RELATING TO THE REMOVAL OR REPLACEMENT OF ANY PRODUCT.

6. SOFTWARE
Unless otherwise agreed to in a separate software agreement between O-Navi and Buyer, the following terms and conditions shall apply to any software provided hereunder:
(a) Title to all software, including any modifications or derivatives, remains vested in O-Navi or O-Navi's licensor and cannot be assigned or transferred;
(b) Buyer agrees not to reverse engineer, disassemble, de-compile, or modify any software or any portion thereof; and
(c) Software is provided “AS IS” with no warranties or indemnities whatsoever.

7. INTELLECTUAL PROPERTY
(a) O-Navi shall, at its own expense, defend any suit that may be instituted against Buyer for any alleged infringement of any United States, Japanese, or European Union patent, trademark, or copyright related to products covered by these terms and conditions (except products covered by Section 7(d) below), provided that, (i) such alleged infringement does not arise from the use of such products as a part of or in combination with any other devices or parts or from O-Navi's compliance with instructions issued by Buyer; (ii) Buyer gives O-Navi immediate notice in writing of any such suit and permits O-Navi, through counsel of O-Navi's choice, to answer the charge of infringement and defend such suit; and (iii) Buyer gives O-Navi all needed information, assistance and authority, at O-Navi's expense, to enable O-Navi to defend such suit. In the case of a final award of damages in any such suit, O-Navi shall pay such award, but shall not be responsible for any settlement made without its prior written consent.
(b) In satisfaction of Section 7(a), O-Navi, at its sole discretion, may (i) replace or modify products with non-infringing products that are functionally equivalent; (ii) obtain a license for Buyer to continue to use or sell products; or (iii) accept the return of products and refund the amount paid by the Buyer for such returned products.
( c) This Section 7 states O-Navi's total responsibility and liability and Buyer's sole remedy, for any actual or alleged infringement of any patent, trademark, or copyright by any products or services delivered hereunder, or any part thereof. This Section 7 is in lieu of and replaces any other expressed, implied or statutory warranty against infringement. In no event shall O-Navi be liable for any consequential, incidental, indirect, exemplary, special, or other damages resulting from any such infringement.
(d) Buyer shall, at its own expense, indemnify and hold O-Navi harmless from and against any liabilities, costs, damages, or losses resulting from any alleged infringement of any patent, trademark or copyright arising as a result of O-Navi's compliance with any of Buyer's designs, specifications, or instructions, and shall defend at its own expense, including attorney's fees, any suit brought against O-Navi alleging any such infringement, including infringement arising out of the use of such products as part of or in combination with another device or from O-Navi's compliance with instructions from Buyer provided that O-Navi, (i) gives Buyer immediate notice of any such suit and permits Buyer, through counsel of its choice, to defend such suit; and (ii) gives Buyer all needed information, assistance and authority, at Buyer's expense, necessary for Buyer to defend any such suit.

8. LIFE SUPPORT APPLICATIONS
O-Navi products shall not be used with any life support system without the specific written consent of an officer of O-Navi. A life support system is a product or system intended to support or sustain life which, if it fails, can be reasonably expected to result in significant personal injury or death.

9. BREACH
Any one of the following acts by Buyer shall constitute a material breach of Buyer's obligations hereunder:
(a) Buyer fails to make payment for any products or services when due;
(b) Buyer fails to accept conforming products or services supplied hereunder; or
(c) filing of a voluntary or involuntary petition in bankruptcy against Buyer, the institution of any proceeding in insolvency or bankruptcy (including reorganization) against Buyer, or an assignment for the benefit of creditors of Buyer.
In the event of Buyer's material breach, O-Navi may (in addition to any other rights or remedies provided herein or at law or in equity), by written notice to Buyer, terminate its obligations or any part thereof, without any liability to O-Navi. Buyer shall pay all costs, including reasonable attorney's fees, incurred by O-Navi in any action brought by O-Navi to collect payments owing or otherwise enforce its rights.

10. FORCE MAJEURE
O-Navi shall not be liable hereunder due to any cause beyond its control, including but not limited to acts of God, acts of civil or military authority, fires, epidemics, floods, riots, wars, sabotage, labor disputes, yield problems, governmental actions, or inability to obtain materials, components, energy, manufacturing facilities, or transportation. In the event of any such delay, the date of delivery or performance hereunder shall be extended by a reasonable period of time.

11. LIMITATION OF LIABILITY
(a) NONWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, O-NAVI SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO BUYER OR ANY THIRD PARTIES FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR OTHER DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED HEREUNDER, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF O-NAVI IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
(b) UNDER NO CIRCUMSTANCES SHALL O-NAVI'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED HEREUNDER (INCLUDING BUT NOT LIMITED TO ANY WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY BUYER TO O-NAVI HEREUNDER FOR THE PRODUCTS OR SERVICES ACTUALLY GIVING RISE TO SUCH LIABILITY (DETERMINED AS OF THE DATE OF ANY FINAL JUDGEMENT IN SUCH ACTION). THIS LIMITATION IS CUMULATIVE, WITH ALL PAYMENTS TO BUYER FOR CLAIMS OR DAMAGES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.
(c) IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EVERY PROVISION OF THESE TERMS AND CONDITIONS WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
(d) NOTWHITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, O-NAVI SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR EXCESS COSTS OF REPROCUREMENT.

12. GENERAL
(a) O-Navi shall retain title to and possession of all tooling of any kind used in the manufacture or testing of products furnished hereunder.
(b) Buyer acknowledges that all or part of the products may be manufactured, assembled, or otherwise worked on at any of O-Navi's or its subcontractors' facilities, domestic and foreign.
(c) During this business relationship, O-Navi will use Buyer related data, including but not limited to Buyer address and contact person. Unless otherwise agreed, Buyer accepts that such data will be used and distributed within O-Navi and to certain third parties, such as subcontractors. Each party's confidential or proprietary information may, if required by the parties, be further defined and protected by separate Non-Disclosure Agreement and each party's sole and exclusive obligations with regard to such confidential or proprietary information shall be as set forth in such agreement.
(d) O-Navi and Buyer agree that they shall comply with all applicable laws, regulations, and administrative rules. Without limiting the generality of the foregoing, Buyer represents itself to be knowledgeable as to United States and other relevant laws, regulations and requirements regarding the export of products, whether tangible or intangible, from the United States of America and the re-export of products once outside the United States of America, and agrees to conduct its activities in accordance with United States export regulations as well with other relevant export regulations. O-Navi may suspend performance if Buyer is in violation of applicable export regulations.
(e) No government procurement requirements or regulations shall be binding upon O-Navi unless specifically agreed to by O-Navi in writing.
(f) Buyer may not assign its rights or delegate its obligations hereunder without the prior written consent of O-Navi and any purported assignment or delegation without such consent shall be of no force or effect. In addition, Buyer may not assign its rights or delegate its obligations to any entity controlled by, controlling or under common control with Buyer or in connection with Buyer's merger or the transfer or sale of all or substantially all of Buyer's assets or stock without the prior written consent of O-Navi and any purported assignment or delegation without such consent shall be of no force or effect.
(g) Any waiver by O-Navi of any default by Buyer shall not be deemed to be a continuing waiver of such default or a waiver of any other default or of any of the terms and conditions hereunder.
(h) These terms and conditions may not be superseded, modified, or amended except in a writing stating that it is such a modification and signed by an officer of each party. If any of the provisions of this Agreement are determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
(i) These terms and conditions, which include the documents incorporated by reference on the face hereof (but expressly does not include any of the terms and conditions of Buyer's purchase order, specifications or any similar document issued by Buyer) shall constitute (except for any Non-Disclosure Agreement) the entire agreement between Buyer and O-Navi with regard to the products or services sold hereunder, and expressly supersedes and replaces any prior or contemporaneous agreements, written or oral, relating to such products or services.
(j) The validity, performance and construction of these terms and conditions, and any disputes arising from or relating thereto, shall be governed by the laws of the State of California. All disputes shall be subject to the exclusive jurisdiction of the California state courts of Santa Clara County, California (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California), and Buyer consents to the personal and exclusive jurisdiction and venue of these courts. The United Nations Convention on the Sale of Goods, Uniform Commercial Code, and Uniform Computer Information Transaction Act shall not apply to these terms and conditions.
IF THE SCOPE OF WORK CONTAINS DESIGN OR DEVELOPMENT, PARAGRAPHS 13-17 ALSO APPLY.

13. O-NAVI RESPONSIBILITIES
O-Navi shall use commercially reasonable efforts to design and/or develop the product set forth herein, and shall use commercially reasonable efforts to meet the schedule for each milestone of the design and development. Except as agreed to by the parties, O-Navi shall provide all technology, labor, material, tooling, and facilities necessary for such design and development effort. Buyer shall provide the specifications and other related information for such product.

14. ACCEPTANCE
Buyer shall have ten (10) days (except thirty (30) days on delivery of the prototypes) after the notice of completion of each milestone to reject the results of such milestone as not meeting the requirements. If an express written rejection is not received by O-Navi within such acceptance period, the results of such milestone shall be conclusively deemed to have been accepted. Any written rejection shall specify in detail the reasons for such rejection. In the event of such rejection, O-Navi shall have a period of thirty (30) days after receipt of such notification of rejection to cure the defects or other nonconformity set forth in such notice, or to provide Buyer with a schedule providing for the resolution of such defects. In the event that O-Navi is unable to cure such defects or other nonconformity, Buyer shall not be liable for the payment due to O-Navi for such milestone. O-Navi shall have no obligation to continue work following any milestone for which Buyer rejects the results until such results are accepted by Buyer. Each specific schedule shall be revised to fully account for the length of any delay caused by the rejection of any milestone of Buyer.

15. CHANGES
Buyer may propose changes to the specifications by submitting a detailed proposal to O-Navi in writing. O-Navi will then estimate the amount of rework necessary and the additional development time and cost that would be incurred, and shall request Buyer's approval of such additional cost and development time. Upon written receipt of such approval, O-Navi will proceed with the changes and the schedules will be amended to reflect the new dates and additional payments (if any) resulting from such changes.

16. TERMINATION
(a) During performance of the design and/or development, either party may terminate the design at its convenience upon written notice to the other party. If the design is terminated by O-Navi, Buyer shall not be liable for any payment for work performed by O-Navi for the milestone during which such termination occurs. If the design is terminated by Buyer, Buyer shall be liable to O-Navi for full payment for the milestone during which such termination occurs, regardless of the amount of work actually performed by O-Navi for such milestone.
(b) During performance of the design and/or development, either party may terminate the design in the event of material breach by the other party upon thirty (30) days prior written notice (except for non-payment which only requires ten (10) days notice) specifying such breach to the breaching party. If, during such period, the breaching party cures such breach (or, if the cure cannot be effected within such period, the breaching party commences to cure), no such termination shall occur. If terminated by O-Navi for breach, Buyer shall be liable to O-Navi for the full payment of the milestone during which such termination occurs, regardless of the amount of work actually performed by O-Navi for such milestone. If terminated by Buyer for O-Navi's breach, Buyer shall not be liable for any payment for work performed by O-Navi for the milestone during which such termination occurs. THE PROVISIONS OF THIS SECTION 16(b) CONSTITUTE THE SOLE LIABILITY AND RESPNSABILITY OF EACH PARTY, AND THE SOLE AND EXCLUSIVE REMEDY OF EACH PARTY, IN THE EVENT OF ANY BREACH HEREUNDER DURING THE DESIGN/OR DEVELOPMENT.
17. INTELLECTUAL PROPERTY RIGHTS
(a) O-Navi shall retain all patent, copyright, trade secrets, and other intellectual property rights it possesses with regard to any and all design, process, or manufacturing technologies. The design, development or production of product hereunder shall not be deemed to be a “work made for hire,” and nothing herein shall be construed to grant to Buyer any right or license in any patent, copyright, trade secret, software code, or any other intellectual property right.
(b) All electronic design, schematic diagrams. Gerber files, documentation, and other data generated by O-Navi in the performance hereunder shall remain the sole and exclusive property of O-Navi. All patents, copyrights, or other intellectual property rights related solely to the specifications generated by Buyer shall remain the sole and exclusive property of Buyer.
(c) Any designs, circuits, assembly techniques, devices, or processes that are developed by O-Navi concurrently with the work performed hereunder shall be the sole and exclusive property of O-Navi, and O-Navi reserves the right to use such designs or processes for other customers, or license the use thereof to others.