Inspiren SVP visit meeting agenda_MSA review

[BelleShen]

20240421_ #1

• 3.1 Customer shall provide a 26 (twenty-six) 20 (twenty) weeks rolling forecast. but
• 3.2 Such purchase orders shall be placed at least 46 (foursix) weeks prior to their respective scheduled shipment dates. GT does NOT have enough time to arrange the production line especially focus of camera process. Inspiren should solve this problem. It takes 16 days(1000pcs*7mins/60 per hour/8 per day).

• 3.4 To the extent the latest demand forecast does not show consumption of Excess Parts within six (6) months. any Excess Parts shall be Free on Board (FOB)Supplier shall also be entitled to invoice Customer inventory carrying costs of 58 (fiveeight) percent per annum.

• 3.6 Payment Terms. In 2024 is 25% prepayment, 75% before shipment. Why MPA state to be net 30 days?

• 3.9 Invoices. Purchase Order number, amendment number, and line-item number; Supplier’s name; Supplier’s identification number; carrier name; ship-to address; weight of shipment; quantity of Goods shipped; number of cartons or containers in shipment; bill of lading number; shipment cost; country of origin and any other information necessary for identification and control of the Product.

• 3.10 Remedies for Non payment. David suggest it should not be deleted.

• 4.2 Inspection Customer will have ten (10) working days from receipt of a Product, accompanied by the Supplier’s inspection output stating 100% conformance.→GT will not do 100% inspection. Need to check with @vicky

• 5.1 SCM Customer is responsible for Component EOL Liability/PO Cancellation→Agreed. Component supplier 100% OQC? Factory/Manufacture QC-needs to take a look one more time. Procurement-Why delete the material handling fee percentage?

INTELLECTUAL PROPERTY RIGHTS

• 1.2 “Joint Project Technology Rights”→should remain where Mike deleted. It is shared by both parties. TERM AND TERMINATION
• 7.2 Termination for Convenience Either party may terminate this Agreement at any time without liability for damages and without need to show cause upon ninety (90) days? prior written notice.

TERM AND TERMINATION

• 7.4 Effect of Termination Customer shall fully pay up such amounts owed within 60 (sixty)45 (forty-five) days of receiving this list.→Which means that GT has only 30 days to prepare the list.

Order of Precedence The terms and conditions contained in this Master Supply Agreement, the Purchase Order Terms, the and the Statements of Work exclusively govern and control each of the Parties’ respective rights and obligations regarding the purchase and sale of the Products, and the Parties’ agreement is expressly limited to such terms and conditions. If any terms and conditions contained in any of this Master Agreement, the Purchase Order, and the Statements of Work conflicts with each other, the order of precedence is: (a) this Master Agreement, (b) the Statement of Work, (c) the remaining terms of the relevant Purchase Order.→Waiting for @David's reply

Master Supply Agreement Goldtek-Inspiren Apr 17 MCH EDIT xDY_Belle20240422.docx

[BelleShen]

20240422_ 4.2 Inspection Customer will have ten (10) working days from receipt of a Product, accompanied by the Supplier’s inspection output stating 100% conformance.→GT will not do 100% inspection. Checked with @vicky →Follow AQL PVT-100 pcs: 20 MP-2000 pcs: 125 pcs

[BelleShen]

20240422_Discuss with Patrick

3. FORECASTS AND PURCHASE ORDERS

   • Customer shall provide a 26 (twenty-six) weeks rolling forecast →Would like to revise to 46 weeks.
   • To the extent the latest demand forecast does not show consumption of Excess Parts within six (6) months, thirty (30) days. Incoterm for any Excess Parts shall be Free on Board (FOB). →It causes burden on cash flows because we made the payment to suppliers. Excess Parts could be Free on Board (FOB). But we will invoice customer logistics Fee.

4. PRICES AND PAYMENT TERMS

• 3.7 Price Products greater than 120% substantially beyond the estimated quantity. →The current price of parts is quoted based on 8k demand. Future cost down plans need to be negotiated with suppliers based on additional FCST. Even without additional demand quantity, we will still do our best to cost down the parts. From SCM team.

• 3.8 Payment Terms. to be net 30 days.

5. ASSIGNED VENDOR AND CONSIGNED PARTS
   • Procurement Deleted all material handling fee

[BelleShen]

obselet

[BelleShen]

upside 120%, less than MOQ 10K 20K is more possible

[BelleShen]

20240423

1. Production Lead time UPD145, MOQ 1K, LT 7working days --> Target 5 working days
2. Forcasting flexible
3. payment term SOW加註詳細說明
4. Handing charge 放到SOW
5. CTB的建議會由Albert跟Belle討論, 要看F/G & Raw material
6. DVT Kris會在台灣進行verification, Sample就不用寄美國
7. Schedule/ LT/ CTB link

[BelleShen]

20240424_ 3.4 Shortfall Master.Supply.Agreement.Goldtek-Inspiren.Apr.17.MCH.EDIT.xDY_20240424.docx

[BelleShen]

20240424_ Master.Supply.Agreement.Goldtek-Inspiren.Apr.17.MCH.EDIT.xDY_20240424_1.docx

[BelleShen]

20240428_Final one sent to Mike Master Supply Agreement.Goldtek-Inspiren_20240425.docx

(Section 3.3)To the extent the latest demand forecast does not show consumption of Excess Parts within six months. GT Comment: We understand that Inspiren may not place an order every month. However, the payment between GoldTek and suppliers are 60 days. Six months caused the burden of cash flow on GoldTek. (Section 3.3)Supplier shall also be entitled to invoice Customer inventory carrying costs of 5 (five) percent per annum for the Excess Parts if Customer fails to buy back the Excess Parts according to this Section 3.4. GT Comment: We are sorry that our company policy is 8%. (Section 3.7)Supplier will invoice Customer for delivery of the Products. Customer and Supplier shall mutually agree on payment terms to be net 30 days. GT Comment: There are 2 requirements if Inspiren would like to have net 30 days payment term. Requirement 1, Three actual mass production PO shipment. Requiremnet 2, Please provide the financial statement after September 2023 which shows better financial health than previous years. If we have above proven record, we will apply net 30 payment for Inspiren. INTELLECTUAL PROPERTY RIGHTS “Joint Project Technology Rights” The parties agree that all Joint Project Technology Rights shall be owned by Customer. GT Comment: It shall be owned by both parties.