VENDOR TERMS AND CONDITIONS

1. 1. OVERVIEW OF TERMS
   When customer, distributor or retailer (“Vendor”) issues a purchase order ("PO") to Razer Inc and/or any of its affiliates ("Razer") for goods/services at the price stated in the PO, Vendor agrees that Razer will deliver the goods/services on the terms set out herein ("Terms"). A binding contract is formed between Vendor and Razer when Razer acknowledges receipt of the PO in writing to Vendor, and once accepted, may not be amended or cancelled without Razer’s written consent. Razer may cancel any PO or suspend the delivery of goods/services in accordance with Clause 4.
   
   
2. 2. PAYMENT
   Terms of Payment. Prices specified in the PO shall be construed in accordance with the Incoterms® 2020 as set out in Clause 3. Razer will issue a separate invoice for each PO when the goods/services have been delivered. Payment for each invoice shall be made no later than the due date set out in the applicable invoice. All payments are not subject to deduction for or on account of any withholding tax, levies, and surcharges. Where Vendor is required by law to make any such deduction, Vendor shall gross up the sum payable to Razer by such additional amounts as are necessary to ensure that Razer receives the full amount of the payment under the invoice. In addition, all amounts payable by Vendor (a) are exclusive of any applicable value added tax or any other sales or other tax, for which Vendor shall be additionally liable; and (b) shall be paid by Vendor in the manner and within the timelines stipulated by Razer.
   
   Interest. In the event of late payment, Razer shall impose an interest on the outstanding sum at a rate of 1% per month (or such other rates as Razer may prescribe from time to time) from the date the outstanding sum was due and payable until such sum is paid in full.
   
   
3. 3. DELIVERY
   Packing. All shipments shall be packed in a manner that, in Razer's sole discretion, will provide efficient handling and reduce the possibility of damage.
   
   Delivery. Unless otherwise agreed between Razer and Vendor, Razer shall deliver all goods to Vendor on an FCA basis under Incoterms® 2020. The title and all risks of loss of or damage to the goods shall be borne by Vendor upon delivery to Vendor or the freight forwarder at the relevant location.
   
   Warranty. All goods/services of Razer are provided "as-is" and Razer disclaims any and all warranties, express, implied or statutory, including, without limitation, any warranty of fitness for any particular purpose or non-infringement.
   
   Inspection. Vendor is advised to inspect the delivered goods immediately upon receipt.
   
   
4. 4. MODIFICATION, DELAY OR TERMINATION OF POs
   To the fullest extent permitted by applicable law, Razer reserves the right to cancel any PO or any part thereof or suspend the delivery of goods/services (even after such PO has been confirmed or partially fulfilled by Razer) without liability or compensation to Vendor: (a) for breach by Vendor of any provision of these Terms (as may be amended or revised); (b) if the Vendor fails to make any payment payable to Razer; (c) on bankruptcy or insolvency of Vendor; (d) if the Vendor fails to satisfy any credit or financial requirements prescribed by Razer; (e) where any Force Majeure Event continues for more than 30 consecutive days; or (f) in cases where supply chain disruptions (including but not limited to acts of government, material shortages, logistical challenges, or regulatory changes beyond Razer’s control) make it impracticable to fulfill orders. Vendor shall not be entitled to cancel or amend any PO once the PO has been confirmed by Razer. In the event of cancellation (howsoever occasioned), Razer shall be entitled to receive payment for services that have been performed or products which have been delivered as at the date of cancellation.
   
   Razer may modify product prices in response to unforeseen changes in tariffs and duties, trade regulations or other external factors impacting global commerce. Such adjustments may be required to ensure continued availability of Razer products.
   
   
5. 5. LIMITATIONS
   Unless otherwise agreed in any bilateral agreement between the Vendor and Razer, Vendor shall not: (a) manufacture any Razer products; (b) remove or modify the packaging or contents of any Razer products; (c) remove, alter, deface or obscure any copyright notices, trademark designations or other proprietary legends on or in any Razer products; (d) copy, modify, adapt or prepare derivative works of any Razer products; (e) disassemble, decompile or reverse engineer any Razer products; (f) enter into any licensing or sublicensing agreements with respect to any Razer products; or (g) enter into an agreement for the bundling of any Razer products with an OEM manufacturer or resell the Razer products in combination with any other products, provided such bundling does not materially alter Razer’s branding, packaging or product functionality.
   
   
6. 6. CONFIDENTIALITY
   Vendor agrees that all drawings, technical information, reports, and all documentation created by Razer pursuant to the work done under the PO shall be Razer's sole property, and Vendor further agrees that all information provided by Razer to Vendor, and all information becoming known to Vendor concerning Razer's intellectual property and any other information affecting the business operations of Razer (collectively, "Razer's Proprietary Information") shall be maintained in confidence by Vendor and shall not be revealed in any manner to any party, or used by Vendor without first obtaining Razer's written consent, thereto, except for the internal business purposes of Vendor that are being addressed by the goods/services of Razer being provided under the PO, or to the extent required by applicable law, regulation, subpoena, judicial order, or requirement of any government agency, regulatory authority or stock exchange; provided however, that the provisions of this clause as they relate to the confidentiality shall not apply to information which was known to Vendor at the time Razer's information was obtained directly or indirectly from the Razer or which is lawfully acquired by Vendor from a third party or which becomes published or otherwise in the public domain other than by Vendor's breach of these Terms. Vendor shall be fully responsible for all Razer's Proprietary Information in Vendor's possession and Vendor shall promptly upon completion of the fulfilment of the PO, or on demand, return or destroy all documents including all copies thereof containing such Razer's Proprietary Information to Razer. The confidentiality obligations herein shall expire 5 years from the date of the PO.
   
   
7. 7. LIMITATION OF LIABILITY AND INDEMNITY
   Limitation of Liability. Razer's liability whether in contract, tort, or otherwise for any loss, damage or injury arising directly or indirectly from any defect or error in the goods/services or any breach of Razer's obligations herein shall not exceed the amount equivalent to the price at which the goods/services are supplied to Vendor, except where applicable law prohibits such limitation or imposes a higher limitation.
   
   Indemnity. To the fullest extent permitted by applicable law, Vendor will indemnify, defend, and hold harmless Razer, its directors, officers, employees, suppliers, and sub-contractors against all claims, costs, and damages (including legal fees and costs) arising directly or indirectly out of (a) any breach of these terms and conditions; and (b) any claim of product liability, personal injury, or death associated with the goods/services of Razer, save to the extent any such claims, costs or damages arose or were increased as a direct result of the fraud, gross negligence or intentional misconduct of Razer, its directors, officers, employees, suppliers, and sub-contractors.
   
   
8. 8. EXPORT COMPLIANCE
   Razer goods and services are not to be exported, re-exported, marketed, distributed, offered for sale or sold, directly or indirectly:
   
   
   1. (a) to any countries or territories subject to Trade Restrictions, including but not limited to the Republic of Cuba, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Syrian Arab Republic, the Russian Federation, and the Crimea, Donetsk and Luhansk regions of Ukraine;
   2. (b) for any end use prohibited by applicable export control laws, including military, military intelligence or nuclear-related end use; or
   3. (c) to any person, entity, or organization on a Sanctions List.

In the event of a breach of the foregoing, Razer shall have the right to: (i) cancel any outstanding PO or any part thereof (even after such PO has been confirmed or partially fulfilled by Razer); (ii)require Vendor to recall affected products at its expense; and (iii) claim for any direct or indirect claims, costs, and damages (including legal fees and costs) arising directly or indirectly out such breach, in accordance with the Indemnity provisions set out above.

For the purposes of these terms and conditions:

“Sanctions Authority” means any relevant government authority (including any government authority which has jurisdiction over the Vendor or Razer) or international organization with the authority to impose Trade Restrictions.

“Sanctions List” means a list of designated individuals, entities or organisations subject to economic or legal restrictions imposed by a Sanctions Authority, including without limitation the United Nations Security Council Consolidated List, the various lists promulgated by the US Office of Foreign Assets Control, including the Specially Designated Nationals (SDN) List, the Consolidated Sanctions (Non-SDN) Lists, including the Sectoral Sanctions Identification List, the Non-SDN Menu-Based Sanctions List, the Non-SDN Chinese Military-Industrial Complex Companies List, the Entity List of the Bureau of Industry and Security, the Military End-User List, and other similar lists.

“Trade Restrictions” means any applicable economic or financial sanctions, trade embargoes, export controls, or other restrictive measures imposed, administered, or enforced by a Sanctions Authority.

1. 9. GENERAL
   Assignment. Vendor may not assign its rights or obligations under the PO and the Terms unless the written approval of Razer has been obtained, such approval not to be unreasonably withheld or denied. Razer shall be entitled to assign its right or obligations under the PO to any of its affiliates upon providing Vendor with prior written notice of such assignment.
   
   Compliance with Laws. The parties shall abide with all applicable law in performing their obligations under the PO and the Terms.
   
   Entire Agreement. If a sales agreement or any other definitive agreement has been put in place between Razer and the Vendor, the same shall prevail over the Terms in the event of any inconsistency. In the absence of the same, the PO constitutes the entire agreement between the parties as to its subject matter and supersedes all prior representations and agreements in connection with that subject matter. The Terms may be amended or varied by Razer at any time in writing.
   
   Variations. No amendment or variation to, or waiver of, the terms of the PO or any distribution agreement between Razer and the Vendor shall be valid unless it is in writing and signed by or on behalf of Razer by a senior management personnel, designated as a Vice President or more senior functional title. Such variations may include, without limitation, any changes to the prices of goods/services stated in the PO, any rebates, grants, allowances or reductions, or any agreement to extend payment deadlines or waive late payment charges.
   
   Force Majeure. A "Force Majeure Event" means any event out Razer's reasonable control (including but not limited to acts or omissions of another party, natural disasters, war, or strikes). If a Force Majeure Event prevents Razer from partially or wholly complying with its obligations under the PO then as soon as reasonable practicable after such event arises, Razer must notify the Vendor of the event and Razer's obligations shall be suspended for the duration of such event.
   
   Governing Law and Jurisdiction. Where the Vendor’s counterparty is Razer (Europe) GmbH: These Terms and all matters relating to the supply of goods/services shall be governed by the laws of the Federal Republic of Germany, without reference to choice or conflict of law principles, and Vendor agrees to submit to the exclusive jurisdiction of the courts in the Federal Republic of Germany.
   
   Where the Vendor’s counterparty is any other Razer entity: The PO and the Terms are governed by the laws of Singapore. All disputes arising out of or in connection with the PO and the Terms shall be referred to arbitration in Singapore, in English, in accordance with the rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference into the Terms. All legal costs of the winning party shall be borne by the losing party on a full indemnity basis. The parties agree the arbitration proceedings, and the terms of any ensuing arbitral award shall be kept confidential. The parties may only commence legal action in the Courts of Singapore (which shall have non-exclusive jurisdiction) if the dispute cannot be resolved through arbitration.
   
   Set-off. Vendor shall not apply any set-off to any sums payable to Razer without the prior written agreement of Razer.
   
   Severability. If any clause herein is determined as void or unenforceable, such clause shall be deemed to be deleted from the Terms and the remaining clauses shall continue in full force and effect.
   
   Third Party Rights. Unless otherwise stated herein, the Terms do not create or confer any rights or benefits enforceable by a person not a party to the Terms.
   
   Waiver. The failure of a party to insist on the exercise of its right, power, or privilege under the PO is not a waiver thereof and shall not preclude any future or further exercise thereof.