Terms and conditions

(Revised March 5, 2024)

These General Terms and Conditions (these “Terms”) shall govern the purchase and sale of products and software licenses Movella Inc. (“Movella”) or its Affiliate, that has provided the quote to which these Terms are attached or provided. Any purchase order submitted based thereon shall be deemed an acknowledgment and acceptance of these Terms.

1 Definitions
1.01 “Affiliates” means any legal entity which has an ownership interest in or is under a common ownership interest with a Party and which is defined in attachments to this Agreement or subsequent Purchase Orders.
1.02 “Agreement” means these Terms and any conditions stated in the Seller’s quote to which these Terms are attached.
1.03 “Buyer” shall mean the buyer which submits a Purchase Order for Goods or Software.
1.04 “Days” shall be calculated as calendar days unless otherwise specified under this Agreement.
1.05 “Goods” shall mean all hardware products, devices and accessories to be supplied under an accepted Purchase Order.
1.06 “Intellectual Property Rights” means any patent, trademark, service marks, copyrights, trade secrets or other proprietary right.
1.07 “Party and Parties” shall mean Seller and Buyer. In its singular form, Party means any one of Seller, Buyer or their Affiliate having executed a Purchase Order or permitted assignee.
1.08 “Purchase Order” shall mean any purchase order, either paper or electronic, submitted by Buyer, which describes the specific Goods and/or Software licenses to be purchased by Buyer in accordance with this Agreement. Subsequent Purchase Orders agreed upon from time to time between Seller and Buyer shall constitute separate contracts that incorporate this Agreement by reference, regardless of any conflicting terms in such Purchase Orders.
1.09 “Seller” shall mean Movella or its Affiliate, which entity sells the Goods or Software license to Buyer under an accepted Purchase Order.
1.10 “Software” shall mean computer software programs or hosted applications, in object code form including firmware and custom software, and instructions manuals, specifications and related documentation in written or electronic form, but excluding third party software, their related instructions manuals and documentation, for which Seller grants Buyer a license .
1.11 “Third Party Products” shall mean products and software license of a third party vendor that is purchased under the Purchase Order.

2 Purchase and Payment Terms
2.01 Upon acceptance of the Purchase Order by Seller, this Agreement shall be binding between the Parties.
2.02 Seller’s quoted prices exclude all sales taxes, value-added taxes, import and export duties and any other taxes, surcharges, duties or tariffs of any kind now existing or hereafter imposed upon Seller. Buyer shall be responsible for all such taxes, duties and charges resulting from a Purchase Order hereunder. Each Seller quote shall be valid for thirty (30) days from issuance unless otherwise specified in the quote.
2.03 If Seller is required to collect any such taxes, duties and charges, Seller shall invoice Buyer for such taxes, duties and charges unless Buyer furnishes Seller with an exemption certificate or other equivalent documentation demonstrating its exemption from such taxes, duties and/or charges.
2.04 If Buyer is required by law to make any tax withholding from amounts paid or payable to Seller under this Agreement, (i) the amount paid or payable to Seller shall be increased to the extent necessary to ensure that Seller receives a net amount equal to the amount that it would have received had no taxes been withheld; (ii) Buyer shall forward proof of such legally required withholding to Seller.
2.05 Currency for prices in payment shall be U.S. Dollars in North America, Euros elsewhere.
2.06 Payment shall be due before shipment, unless otherwise stated in the Seller’s quote. Any credit terms are subject to Seller’s discretion and ongoing credit review and criteria. Invoices shall be sent to the address specified in the Purchase Order.
2.07 If Buyer is delinquent in its payment obligations, without prejudice to any other remedies available to it by law or in equity, Seller may at its option (i) suspend all further deliveries or performance to be made under the Agreement or any further performance under any other contract with Buyer or Buyer’s Affiliate, in which event Buyer shall not be released in any respect from its obligations to Seller under the Agreement or the other contract; (ii) recover all costs of collection including but not limited to reasonable attorneys’ fees. Any discount or other incentive shall cease to apply to the delinquent invoice. In addition, Seller shall be entitled to charge interest on past due amounts at a rate equal to the lesser of the maximum amount permitted by law or one and one-half percent (1.5%) per month during which such amount was due and unpaid.
2.08 Buyer shall not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from Seller and/or its Affiliates.
2.09 Third Party Products supplied by the Seller under the Agreement are sold on a “pass-through” basis only, subject to the terms and conditions of the third party vendor, including but not limited to warranties, licenses, indemnities, limitation of liability, prices and changes thereto. Third Party Products are quoted subject to price changes imposed by third party vendors between the date of Purchase Order encompassing such Third Party Products and the date of Seller’s invoice related to that Third Party Product. Third Party Products comprising software shall be subject to the third party’s end-user license agreement.

3 Delivery, Title and Risk of Loss

3.01 Title to all Goods sold hereunder, except for Software whose title remains at all times with Seller, shall pass to Buyer upon delivery. Risk of loss or damage shall pass to Buyer upon delivery.
3.02 Delivery, unless otherwise agreed upon in a Purchase Order, shall be destination DDP (Incoterms 2020) for shipments to United States or CPT (Incoterms 2020) shipments elsewhere.
3.03 If Buyer fails to notify Seller of any material non-conformities with a delivered order within ten (10) business days following delivery, or begins using those Goods or Software, the Goods and Software shall be deemed accepted, without prejudice to Seller’s Limited Product Warranty. Seller shall have a reasonable opportunity to correct non-conformities, replace non-conforming Goods and/or Software at its option. Should Seller fail to use reasonable efforts to correct non-conformities or replace the non-conforming Goods and/or Software within a reasonable period of time, Buyer may terminate the Purchase Order or portion thereof. Seller’s maximum liability under this Clause shall be to refund the fees and expenses paid by Buyer for the portion of the Goods or Software that is non-conforming.

4 Proprietary Rights
4.01 Seller or the applicable third party owner shall retain at all times the ownership of its Software, firmware and Third Party Products, regardless of the media upon which the original or copy may be recorded or fixed, or if any modifications are made for license to Buyer. Without prejudice to the license(s) expressly granted hereunder, no right, title or interest in or to the Software, firmware, or any Intellectual Property Rights residing in the Goods is transferred to Buyer.
4.02 The terms of Seller’s end user license or subscription license, a applicable, shall govern the licensed use of Software, regardless of any other terms in a Purchase Order. Except only for rights granted under the end user license agreement, Seller and its licensors reserve all rights in the Software and in all modifications and enhancements thereof.
4.03 Unless otherwise expressly set forth in an applicable Seller’s end-user license agreement, Buyer may not transfer its license to use the Software and related documentation and written materials to a third party without the Seller’s prior written consent. In case of Seller’s approval of such transfer, Buyer shall be responsible to ensure that the recipient agrees to the terms of this section.

5 Limited Product Warranty. Seller’s Limited Product Warranty, a copy of which is available from Seller’s web site at this address: https://shop.movella.com/us/policy/limited-warranty, shall apply to the sale of the Goods. No other warranty is provided and all other warranties, express or implied are disclaimed. By its purchase, Buyer acknowledges that the Goods and Software are neither designed for, nor intended for use in, or authorized for military, aerospace or manned aviation applications or environments, or for use in life support, life sustaining, nuclear, or other applications in which the failure of the Goods or Software could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. Any such use is solely at Buyer’s risk and not covered by warranty. Seller’s Limited Product Warranty does not apply to Third Party Products.

6 Indemnification
6.01 Seller shall defend, indemnify and save harmless Buyer from and against any third party claims (“Liabilities”) that a Good or Software (a “Product”) infringes a patent or copyright owned by a third party in the country of initial sale of the Product to Buyer at the time of sale, provided that (i) Seller is promptly notified of such claim (and in any event not more than fifteen (15) days following receipt of the claim); (ii) Seller is entitled to exclusively control the defense against the claim and all related settlement negotiations; (iii) Buyer provides reasonable cooperation in the defense of the claim and does not enter into any settlement or make any concession without the Seller’s prior written approval, and (iv) Buyer complies with Seller’s direction to cease any use of the Product Software which in Seller’s reasonable opinion, is likely to constitute an infringement. Seller shall not be responsible for any settlement made without its consent.
6.02 The foregoing obligations do not apply when the claim of infringement arises from or is related to: (i) infringement resulting from compliance with Buyer’s designs or specification requirements; (ii) use of the Products otherwise than in accordance with Seller’s instructions or specifications; (iii) the combination of the Products with any other item not furnished by Seller; (iv) modification to the Products.
6.03 In the event a Product is held to constitute infringement and/or its use is enjoined, the Seller shall, at its own expense and option either: (i) procure for the Buyer a royalty-free license to continue using such Product, or (ii) replace same with substantially equal but non-infringing equipment or modify it so it becomes non-infringing, provided that no such replacement or modification shall in any way amend or relieve Seller of its product warranty obligations. In the event Seller is unable to do either of the foregoing, the allegedly infringing item shall be returned to Seller and Seller’s maximum liability shall be to refund to Buyer the amount paid for such item, less a reasonable depreciation for use.
6.04 This section states the Seller’s entire liability and Buyer’s exclusive remedy with respect to infringement or claims thereof.

7 Export Compliance
7.01 Buyer acknowledges that each product and any related software and technology, including technical information supplied by Seller or contained in documents (collectively “Items”), may be subject to export controls. Software is licensed for use only in the country or region specified in the Seller’s quote. Buyer may not export the “Items” to another country without Seller’s written permission and payment of any applicable country specific surcharges. Buyer agrees to comply fully with all relevant export laws and regulations of the nations in which the Items will be used (“Export Laws”) to ensure that neither the Items nor any direct product thereof are (i) exported, directly or indirectly, in violation of any Export Laws; or (ii) are intended to be used for any purposes prohibited by the Export Laws. Without limiting the foregoing, Buyer will not export or re-export the Items: (i) to any country to which the United States or the Netherlands has embargoed or restricted the export of goods or to any national of any such country, wherever located; or (ii) to any end user who Buyer knows or has reason to know will utilize the Items in the design, development or production of nuclear, chemical, biological or other weapons. Buyer furthermore acknowledges that Buyer is solely responsible for adhering to all applicable export and re-export controls of the U.S. Department of State or any other sovereign country’s export regulation in connection with the end use of the application.
7.02 Buyer will at all times conduct its business in compliance with all applicable sovereign countries export laws and regulations, including, without limitation, U.S. export and re-export regulations governed by the Bureau of Industry and Security (BIS) and the U.S. Department of State. Buyer agrees that it will neither export or re-export to any such prohibited destination or make available any controlled technical data or products received hereunder without first obtaining required U.S. Government approval by filling an application for export or re-export license with the Bureau of Industry and Security (BIS).
7.03 The Buyer agrees that it will not perform any act or participate in any misrepresentation of fact, which either directly or indirectly may constitute a violation of U.S. or any applicable sovereign nations export laws or regulations. The Buyer will indemnify Seller and hold Seller harmless from any claims asserting non-compliance or violation of such laws and regulations.
7.04 Buyer agrees that any Goods, Software or technical data cannot be resold, exported or re-exported to any of the following countries or regions: Cuba, Iran, North Korea, Syria, Belarus, Russia, the Crimea region of Ukraine, the so-called Luhansk People’s Republic or the so-called Donetsk People’s Republic, or to any other countries or regions, entities or persons to which the resale or export of Goods, Software or technical data would be subject to sanctions or embargoes. Buyer acknowledges that it will neither export or re-export to any such prohibited destination or make available to denied parties any technical data or products received hereunder. Buyer shall execute and deliver to the other any documents as may be required to effect or evidence compliance.

8 Force Majeure. Neither Party shall be liable for delays caused by conditions beyond their reasonable control, (“Force Majeure”), provided notice thereof is given to the other Party as soon as practicable. Force Majeure shall include, without limitation, hostilities, revolution, acts of war (whether or not declared), act of terrorism, civil commotion, strike, epidemic accident, quarantines or regional medical crisis, fire, flood, wind, earthquake or other inclement weather conditions and any impending threat of the foregoing, blockade, embargoes, shortage of materials or transportation facilities, strikes and lockouts, any other Acts of God or act of any Government or governmental agency, including laws, regulation or ordinance and proclamation affecting the parties the Goods or the Software without the fault or negligence of the Parties hereto. All such Force Majeure conditions preventing performance shall entitle the Party hindered in the performance of its obligations hereunder to an extension of the date of performance by a period of time equal to the period of delay incurred as a result of the Force Majeure or to any other period as the Parties may agree in writing.

9 Governing Law and Dispute Resolution
9.01 This Agreement shall be governed by and construed in accordance with either (i) the laws of the State of California, USA, with respect to purchase from a Movella Affiliate located North America (NA Sales), or (ii) the Netherlands with respect to purchase from a Movella Affiliate located outside of North America (Non-NA Sales), without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The governing language for this Agreement shall be English, and no concurrent or subsequent translation of this Agreement into any language shall modify any term of this Agreement.
9.02 All disputes arising out of or relating to this Agreement, or the breach thereof, shall be settled by the competent court located in Los Angeles, California with respect to claims arising in connection with NA Sales, or in Almelo, The Netherlands with respect to claims arising in connection with Non-NA Sales, without prejudice to Seller’s right to bring suit against Buyer before any court that would have jurisdiction in the absence of this Section. Either Party may, without waiving any remedy under this Agreement, seek from any court of competent jurisdiction any interim or provisional relief that such Party deems necessary to protect its confidential information and property rights.

10 Limitation of Liability
10.01 IN NO EVENT SHALL SELLER HAVE ANY LIABILITY UNDER THIS AGREEMENT OR ANY PURCHASE ORDER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF OPPORTUNITY OR PRODUCTIVITY, OR FOR ANY DAMAGES OF ANY NATURE RESULTING FROM OR ASSOCIATED WITH THE USE OF THE GOODS AND/OR SOFTWARE FOR AIRCRAFT OR MILITARY PURPOSES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.02 TO THE EXTENT PERMITTED BY LAW, SELLER’S LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE PURCHASE ORDER OR THIS AGREEMENT (WHETHER ARISING UNDER TORT, NEGLIGENCE, CONTRACT, WARRANTY, STRICT LIABILITY OR ANY OTHER CAUSE OR COMBINATION OF CAUSES) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE GOODS SOLD UNDER THE CORRESPONDING PURCHASE ORDER. BUYER ACKNOWLEDGES THAT SELLER’S PRICING REFLECTS THE ALLOCATION OF RISKS AND THE LIMITATION OF LIABILITY HEREUNDER.
10.03 Neither Party has control over the performance, reliability, availability or security of the Internet. Seller shall not be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, interception, corruption or alteration of any communication over the Internet due to any reason beyond Seller’s reasonable control.

11 Miscellaneous
11.01 This Agreement shall extend to and be binding upon the Parties hereto, their successors, and assigns, provided, however, that neither Party shall assign or transfer this Agreement without the other Party’s express prior written consent. Notwithstanding the foregoing, Seller shall have the right to assign this Agreement or any Purchase Order hereunder to its parent or Affiliate, or to a third party for collection purposes, without prior written consent of Buyer.
11.02 Failure by either Party to insist upon strict performance of any of the terms and conditions hereof or failure or delay to exercise any rights or remedies provided herein or by law or to properly notify the other in the event of breach shall not be construed as a waiver of any provision of this Agreement . No waiver by a Party of a right or default under this Agreement shall be effective unless in writing.
11.03 If any provision or portion of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, that provision or portion of this Agreement shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect.
11.04 The headings in this Agreement are for ease of reference only and shall not be used to construe or interpret the provisions of the Agreement. All notices hereunder shall be deemed given if delivered in writing personally, by courier, via mail, electronic transmission or telephone facsimile to Buyer or to Seller at the address(es) set forth in the Purchase Order or Seller’s quote, as such address may be subsequently updated by a Party by written (including electronic mail) notice. Electronic transmission must be acknowledged by a process requiring human action.
11.05 Neither Party shall issue any press release concerning the other Party without the other Party’s consent. Notwithstanding the foregoing, Seller may generally identify Buyer as its customer in Seller’s promotional materials, presentations, case studies, qualification statements and proposals to current and prospective clients.
11.06 This Agreement constitutes the entire agreement of the Parties hereto with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing, with respect to this subject matter. This Agreement may be modified only by means of a duly executed written amendment signed by the authorized representatives of both Parties. Neither the terms of any invoice or other instrument documenting a payment or transaction that is issued by Buyer in connection with this Agreement, nor any other act, document, pre-printed form or statement, usage, custom, or course of dealing shall modify the terms of this Agreement. In the event of any conflict between the terms of this Agreement and any Purchase Order, the provisions of this Agreement shall govern except only to the extent that modifications expressly stated in the Purchase Order as required in order to comply with applicable laws.