1. Prices
All prices are net of all taxes, freight, shipping and handling. Such taxes and charges are separately stated at the end of the ordering process, and You are responsible for paying the entire amount. All other duties required by the relevant authorities shall be paid separately by You.

2. Orders
An order will be considered as complete by Gemplus upon full confirmed payment. GEMPLUS reserves the right to cancel any order prior to shipment. If GEMPLUS cancels an order and You have already tendered payment, GEMPLUS shall refund the amount paid. You shall check our Confirmation of Sale and warn us immediately in writing in case of a mistake. If not, the initial order shall be enforceable.

3. Delivery terms
Unless otherwise expressly specified by GEMPLUS, all deliveries will be made pursuant to the ExWorks Incoterms GEMPLUS Facility or fulfilment subcontractor facility (Incoterms 2000). You shall pay to GEMPLUS the cost of such a Carriage to the point of destination. Besides, You shall pay to GEMPLUS an insurance to protect You from the risks of loss or damages to the Goods during the Carriage and as a consequence to pay the assurance premium. But You shall pay taxes and duties after arrival. From the delivery to the point of destination, You shall bear all risks and any additional costs occurring later on. Carriage or delivery prices, or performance dates are approximate and are not guaranteed. GEMPLUS reserves the right to ship and invoice for a quantity of Goods which may vary up to ten percent (10%) over or under the quantity specified, and You shall accept delivery and pay for such revised quantity and consider the shipment to be complete. Partial deliveries shall be accepted by You and paid for at contract prices and under these terms and conditions.
To the extent permitted by the law, you have a 30-day period of retraction from the date of receipt of the Goods. Further to the Confirmation of Sale, you may only cancel the order by refusing its delivery. Once the Goods are returned to Gemplus, Gemplus will credit the amount due on your credit card.

4. Software, Software Ownership
The Software is owned and copyrighted by GEMPLUS or its third party suppliers and is licensed and not sold to You. GEMPLUS' third party suppliers or distributors may assert and protect any of their rights (and with GEMPLUS' permission, GEMPLUS' rights) in the event of any violation of this Agreement. Your order and use of any Software acquired from the Webstore is subject to a separate end-user license agreement for GEMPLUS Software ("EULA"). The EULA governs all Your rights and obligations therein.

5. Intellectual Property Rights
Except as provided in the EULA, GEMPLUS and its suppliers do not grant any express or implied right to You under any patents, copyrights, trademarks, or trade secret information of GEMPLUS or its suppliers. You shall have no right to use any name, trademark, brand, logo, design or other designation of GEMPLUS or used by GEMPLUS in connection with the Goods, including any contraction, abbreviation, or simulation of any of the foregoing, in advertising, publicity or marketing activities.

6. Hardware Limited Warranty, Disclaimer of Implied Warranties & Duties, Limited Warranty Remedy
(a) Limited Warranty. GEMPLUS warrants for Your sole benefit that the Hardware will perform substantially in accordance with the specifications provided and labelled as such in GEMPLUS provided documentation accompanying the Hardware for a period of one year from the date of delivery to You. Hardware is under warranty only if it has been used under normal use conditions and more particularly in accordance with applicable international ISO standards and GEMPLUS documentation. Any claim concerning defective Hardware shall only be accepted by GEMPLUS if each of the following three conditions is met: (i) for each item of Hardware considered as defective, the reason for its rejection must be given together with the results of any relevant tests; (ii) You shall not have made any alteration to modification to the Hardware; (iii) any defective Hardware shall be returned during the warranty period to GEMPLUS in accordance with the GEMPLUS return policy available on the Webstore web site at www.gemplus.com. This warranty does not cover: (i) products which have been damaged by You or which have been stored under conditions which do not comply with GEMPLUS specifications or normal usage; (ii) products submitted to abnormal conditions (including, but not limited to, mechanical, electrical, thermal), or (iii) products which are incorrectly adjusted or defective when this results from use in excessive operating conditions (including, but not limited to, sundry temperatures, voltage and supply limits) as defined by GEMPLUS, or from an incorrect choice of application by You.

(b) Disclaimer of Implied Warranties and Duties. EXCEPT AS SET FORTH IN SECTION 6(a) ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEMPLUS, ITS SUPPLIERS, AND DISTRIBUTORS PROVIDE THE HARDWARE, ALL ACCOMPANYING INFORMATION RELATED TO THE HARDWARE WITHOUT ANY EXPRESS WARRANTY, AND THE HARDWARE IS PROVIDED "AS IS" AND "WITH ALL FAULTS." GEMPLUS HEREBY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, DUTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OF CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

(c) No Liability for Hacking or other Security Breach. GEMPLUS disclaims all warranties described in Section 6(b) above which means that GEMPLUS does not warrant that the Hardware will be resistant to all possible efforts to defeat or disable its functions, including its security mechanisms, and GEMPLUS shall not incur, and disclaims, any liability in this respect. Security mechanism resistance and strength necessarily evolve according to the applicable state of the art in security and with reference to the emergence of new technologies and methods developed in efforts to defeat or disable such mechanisms. To the maximum extent permissible by law, GEMPLUS is not liable for any third party actions and in particular for any successful effort to defeat or disable security functions of the Hardware, or computing devices and equipment using, accessing or incorporating the Hardware.

(d) EXCEPT AS SET FORTH IN SECTION 6(a) ABOVE, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GEMPLUS, ITS SUPPLIERS, DISTRIBUTORS, AGENTS OR EMPLOYEES CREATES ANY WARRANTY AND YOU AGREE NOT TO RELY ON ANY SUCH INFORMATION OR ADVICE. IN NO EVENT WILL GEMPLUS OR ITS SUPPLIERS BE LIABLE FOR THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED ON THE GEMPLUS WEB SITES.

7. Exclusion of Incidental, Consequential and Certain Other Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GEMPLUS OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE ITEMS OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF GEMPLUS OR ANY SUPPLIER, AND EVEN IF GEMPLUS OR ANY SUPPLIER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Limitation of Liability and Remedies
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF GEMPLUS AND ANY OF ITS SUPPLIERS OR DISTRIBUTORS UNDER THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING IS LIMITED TO THE GREATER OF THE AGGREGATE AMOUNT ACTUALLY PAID BY YOU FOR THE HARDWARE OR U.S.$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU HEREBY WAIVE AND FOREVER RELEASE GEMPLUS FROM ANY AND ALL CLAIMS IN EXCESS OF THAT AMOUNT.

9. Force majeure
GEMPLUS shall not be liable for any delay or other failure of performance due to causes beyond its reasonable control including without limitation: acts of God; Your acts; acts of military or civil authorities; government regulations, orders, directives and/or restrictions; fire or other casualties; strikes; lockouts; weather; epidemic; war; riots; delays in labour, materials, components, equipment, services, energy or utilities through GEMPLUS' usual and regular sources at usual and regular prices. In any such event, GEMPLUS may at any time and from time to time without further liability to You, (i) postpone its performance under this contract, (ii) make partial performance or cancel all or any portion of this contract, or (iii) allocate available quantities among its customers in any manner which GEMPLUS deems reasonable. Cancellation of any part of this contract shall not affect Your duty to pay for performance of any other part hereof.

10. Waiver
The failure of GEMPLUS to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

11. Compliance with Laws
Should You desire to import, export, or re-export the items into any country, You shall comply with all applicable laws, rules, regulations, orders, and other requirements of any governmental authority having jurisdiction. You acknowledge that the items licensed or sold hereunder may be subject to, among others, the export control laws and regulations of the United States and the European Union. You shall not import, export or re-export, or authorize the import, export or re-export of any such items in violation of any such requirement.

12. Government's Restricted Rights
If a user of the Software is an agency, department, or other entity of any Public Authority or a government ("Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of such Software, or of any related documentation of any kind, including technical data, is restricted in accordance with applicable acquisition regulations. The Goods shall be strictly treated as commercial Goods. The use of these Goods by a Government is further restricted in accordance with the terms of this Agreement and any applicable EULA.

13. Consumer Law
This Agreement does not prevent the application of any applicable national Consumer Law in case You are a Consumer.

14. Governing Law and Arbitration
This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements or understandings (oral or written). To the full extent permitted by the law, this Agreement is governed by and shall be interpreted in accordance with the laws of the jurisdiction or location ("Location") of the offices of the GEMPLUS entity distributing (either directly or via a third party distributor) the items to You as indicated in the documentation accompanying the items to France, without giving effect to any applicable choice of law principles.

Any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in Paris under the Rules of Arbitration of the International Chamber of Commerce by an arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision. The arbitration proceedings, correspondence and documentation used in connection with the arbitration process shall be in the English language. Either party may apply for arbitration at any time.

This Agreement is not governed by the United Nations Convention for the International Sales of Goods, the application of which is expressly excluded. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of GEMPLUS. No provision of this Agreement can be waived unless such waiver is in writing and signed by a duly authorized representative of GEMPLUS. GEMPLUS may conduct an audit of Your relevant records and computer systems, to verify compliance with this Agreement.

If You have any questions about this Agreement, please immediately contact GEMALTO at www.gemalto.com .