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PURCHASE ORDER –GENERAL TERMS AND CONDITIONS

The supplier's(hereinafter the "Seller") acceptance of the attached purchase order ("Order") submitted by R.H. Electronics Ltd. (hereinafter "Buyer") constitutes the Seller's agreement to execute the Order under the terms and conditions set forth in herein, in the Order, in all attachments heretoand in all other materials referred to hereto and in the Order (collectively, the "General Terms"). The General Terms are the sole and exclusive terms on which the Buyer agrees to be bound and therefore, any additional terms and conditions contained in Seller's offer or counterpart offer (including in any acknowledgment or invoice) will not apply to the General Terms unless the specifically approved by the Buyer in writing.

  1. Price, Invoices and Payment Terms. Prices for the productsset out in the Order ("Products") will be in the currency set forth in the Order, and if no currency is specified therein, the currency will be USD. The price to be paid by the Buyer with respect to each Product listed in the Order will be that stated in the Order.Notwithstanding anything to the contrary, the price to the Buyer including all conditions of sale shall: (a) be at competitive market prices and (b) never be greater than the lowest price, including all conditions of sale, then charged by the Seller to any other customer of the Seller for the Products or for any other products.Each Product price includes all applicable taxes, import duties, VAT, including all shipping, freight, transportation, packing and handling charges required to deliver the Products to the acceptance point in accordance with the General Terms. Furthermore, any bank commission charged by the bank for the transfer of payments from the Buyer to the Seller, shall be borne entirely by the Seller. For the avoidance of doubt, in the event in which the bank deducts the commission amount from the transferred payments, the Buyer shall not be obligated to reimburse the Seller for such deduction. Payment terms will be as stated in the PO from the Buyer's receipt of the Products, unless otherwise specified in the Order. In the event that the Seller disputes any invoice it will promptly notify the Buyer, and the Seller and the Buyerwill use their respective efforts to resolve the dispute. Until such dispute is resolved, delay in the payment of the disputed amount will not be deemed default by the Buyer.
  2. Delivery.(a) TIME IS OF ESSENCE - the delivery date will be that which is specified in the Order ("Delivery Date") unless agreed otherwise in writing between the Seller and the Buyer. The Seller will immediately notify the Buyer in the event that a delivery is delayed or is likely to be delayed, including the reasons for the delay as well as the new delivery time. Such notice will not constitute a waiver by the Buyer of any of the Seller's obligations. Upon receipt of such notice, or if the delivery is not timely completed by the Delivery Date, the Buyer will have the right, without derogating from any of the rights provided under the General Terms or under applicable law, and without incurring any liability, to notify of the cancellation of the Order, in full or in part, and to recover from the Seller any damages the Buyer incurs (including, without limitation, damages in connection with any substitute products the Buyer is required to order or due to payments it is required to make to third parties). Neither partial delivery nor delivery prior to the Delivery Date will be permitted unless agreed in writing by the Buyer. In addition, the Buyer reserves the right to return, and to collect all delivery charges of,products received more than three days in advance of a specified delivery date or after a specified delivery date. If an Order requires delivery in installments and the Seller fails to timely deliver a certain installment, the Buyer may refuse to accept subsequent installments and terminate the balance of the Order. Unless explicitly stated otherwise in the Order, the products will be purchased and delivered D.D.P (Buyer Location) (as such term is defined by Incoterm 2010) at which time title and risk of loss will pass to the Buyer. If any of the Products are destroyed or damaged prior to the time the risk of losses passes to the Buyer, then without derogating from any other rights of the Buyer under the General Terms or under law, the Buyer may cancel the Order or require the prompt delivery of substitute Products. Each container and package must be labeled and marked to identify content of the container and package. The Seller shall mark all containers and packages with necessary lifting, loading and shipping information. The Seller shall pack and ship in a manner which complies with all applicable laws, regulations and directives and in a manner which insures safe arrival.
  3. Warranty.In addition to any express or implied warranties, the Seller warrants towards the Buyer that all the Products made available to the Buyer will be: (i) new, unused and free from any defects; (ii) free and clear of any liens, claims, encumbrances and any other third party right; (iii) manufactured only from sound materials and in a workmanlike manner (iv) fit for any general and particular purpose for which they are being purchased by the Buyer; and (v) in compliance with all applicable rules, regulations and laws and that all required certifications, permits and licenses, including, but not limited to, those with respect to design, manufacture, materials used, environment and safety have been obtained; and (vi) in compliance with all quality and manufacturing practices and standards of the industry and all the specifications provided by the Buyer, including the quality requirements set forth at are incorporated into the General Terms by reference. In addition to the foregoing, the Seller warrants that the Products, including the manufacture, use and sale of thereof, shall not give rise to, nor be subject to any claim or liability for infringement of any intellectual property rights or any other third party rights. The warranties above will survive delivery, inspection, acceptance or payment by the Buyer and the Buyer's acceptance of the Products will not relieve the Seller from any of the warranties above. In addition, the Seller warrants that as to the accuracy of all product documentation it will provide the Seller.

In the event that the Products do not meet the above warranties, then without derogating from any other right of the Buyer provided under law or under the General Terms, the Buyer will be entitled, at its sole discretion, to: (i) require the Seller to correct any and all defective or nonconforming Product, by repair or replacement thereof; (ii) return such defective or nonconforming Product to the Seller and charge the Seller with the cost of such Productand the consequent Deliveries; (iii) correct the defective or nonconforming Product and charge the Seller with the cost of such correction; or (iv) notify of the cancellation of the Order, in full or in part, and recover from the Seller any damages it incurs (including, without limitation, damages in connection with any substitute products it is required to order or due to payments it is require to make to third parties).For the avoidance of doubt, the Seller shall indemnify and hold the Buyer harmless from any and all third party claims in connection with any defective or nonconforming Product, as set forth below.

As to any product that is replaced under the warranty set forth in this section, the warranties hereunder shall apply to such replacement products.

The Seller shall be solely responsible for all costs, fees and expenses in connection with fulfilling its obligations under this warranty section, including all labor, material, parts, shipping, taxes, customs and other costs, fees and expenses arising from, among other things, the repair, replacement, shipping and testing of any defective or nonconforming product. Without derogating from any of the Buyer's rights under the General Terms or under law, if any such costs, fees or expenses are incurred or paid by the Buyer (including, for example, any removal cost), the Buyer shall charge and bill such costs to the Seller, and may offset such costs against amounts otherwise due to the Seller.

  1. Inspection and Acceptance.The Buyer, at its sole discretion, shall have the right to have any or all of the Products inspected in order to ensure that such Products are satisfactory and in compliance with all terms hereunder. The Buyer's failure to inspect or confirm the Products will not constitute a waiver or a relief of the Seller's obligations under the General Terms. In case any Product does not comply with the requirements set forth in the General Terms, then, without derogating from any of the Buyer's rights under the General Terms or under law, the Buyer will be entitled, at its sole discretion, to any of the remedies provided in Section 3 above (second paragraph).
  2. Changes.The Buyer will have the right at any time to suspend performance hereunder, increase or decrease the ordered quantities, change the delivery date, change the place of delivery and the method of delivery and/or change the drawing, designs, specifications or other product requirements. Such changes will be notified by a submission by the Buyer of a written notice to the Seller. If any such changes cause an increase or a decrease in the cost, price and/or the delivery date, the Seller shall notify the Buyer, and the parties shall agree on necessary adjustments.
  3. Indemnification.The Seller shall defend, indemnify and hold harmless the Buyer and its officers, directors, employees, agents and representatives from and against any and all claims, demands, suits, actions, losses, penalties, damages (whether actual, punitive, consequential or otherwise), and all other liabilities and associated costs and expenses, including attorney's fees, arising out of or relating to (i)Seller's breach of the General Terms; (ii)any negligent or intentional acts, errors or omissions by the Seller, its employees, officers, agents or representatives; and/or (iii)strict liability or products liability with respect to or in connection with the Products; or (iv)the actual or alleged infringement or misappropriation of any intellectual property rights or other rights of a third parties.
  4. Limitation of Liability.In no event shall the Buyer be liable towards for any incidental, punitive or consequential damages, including without limitation, loss of profits or loss of opportunities. In no event shall the Buyer's liability hereunder for any Product exceed the purchase price of such Product.
  5. Termination and Cancellation. The Buyer shall have the right to immediately terminate an Order or any portion thereof, without the incurrence any liability, upon the occurrence of any of the following events: (i) the Seller has breached its obligations hereunder; (ii) the Buyer believes in good faith that the Seller is unable to perform its obligations, and following request of adequate assurances of performance the Seller is still unable to perform its obligations; (iii) the Seller assigns all or a substantial part of it business or assets to a third party; (iv) The Seller becomes insolvent or undergoes a Bankruptcy Event. For the purposes of this section a "Bankruptcy Event" means with any of the following events: (i) application for or consent to the appointment of any liquidator, receiver, trustee or administrator for all or a substantial part of its business, properties, assets or revenues; (ii) a liquidator, receiver, trustee or administrator is appointed for the Seller or any or all of its assets; (iii) the Seller institutes any bankruptcy, arrangement, readjustment of debt, dissolution, liquidation or similar executory or judicial proceeding; (iv) a bankruptcy, dissolution, liquidation or similar executory or judicial proceeding is instituted against the Seller; or (v) the Seller will call a creditors’ meeting for the purpose of entering into an arrangement with them. Upon such termination the Buyer will immediately stop all affected work or complete any orders and return to the Buyer all designs, patterns, drawings, data, materials and other material or equipment provided by the Buyer.
  6. Confidentiality.The Seller will keep all information and material (including, for avoidance of doubt, any specifications or drawings) of any kind, provided to it by the Buyer or any one on its behalf, confidential and without obtaining the prior written consent of the Buyer will not transfer, advertise or otherwise disclose said information and materials, including, without limitation, the terms of any Order furnished by the Buyer or the General Terms or of any other material ancillary thereto.
  7. Items Furnished by the Buyer.All designs, patterns, drawings, data, documents and other material or equipment which will be supplied by the Buyer to the Seller be used solely in connection with manufacture of the Products and will remain the sole and exclusivepropertyof the Buyer and shall be immediately returned to the Buyer following completion or termination of the Order or at the Buyer's request.
  8. Intellectual Property. Under no circumstances will the Seller be entitled to use any of the trademarks, trade names, copyrights or intellectual property rights of the Buyer. For the avoidance of doubt, the Seller will not obtain any ownership interest or other rights of any nature in the trademarks, trade names, copyrights or other intellectual property rights of the Buyer by virtue of performing the services hereunder.
  9. Compliance with Laws.The Seller shall comply with all applicable laws concerning the content and manufacture of the Products and ensure that its activities in performance of the Order will not cause the Buyer to be in violation of any law, including, without limitation, any applicable import or export laws, packaging regulations and etc. In addition to the foregoing, the Seller shall ensure that the Products will comply with all applicable hazardous substance and content regulations.
  10. Miscellaneous Provisions.

Entire Agreement. These General Termsconstitute the entire agreement between the Buyer and the Sellerwith respect to the subject matter hereof and shall supersede all prior discussions, negotiations, and agreements between the Seller and the Buyer.

Governing Law/Jurisdiction. The General Terms shall be governed by and construed under the laws of Israel excluding its conflicts of law rules.Any suit arising out of this Agreement to be filed by either party shall be brought exclusively before the competent court in Haifa, Israel.

No Agency. The relationship between the Seller and the Buyer shall be deemed to be an independent contractor and not an agent, joint venturer or representative of the other party, and neither the Seller nor the Buyer may create any obligations or responsibilities on behalf of or in the name of the other party.

Severability. All provisions of the General Terms shall be severable and no provision shall be affected by the invalidity of any other such provision to the extent that such invalidity does not also render such other provision invalid.

Assignment. The Seller may not assign or otherwise transfer any of its rights or obligations hereunder to any third party, without the prior written consent of the Buyer. The Buyer may assign or otherwise any of its rights or obligations thereunder to any third party,without the prior written consent ofthe Seller. This Agreement shall inure to and be binding on each of the parties hereto and their successors and/or assigns.

Waiver. Failure of the Buyer to insist on performance of any term or condition, or failure to exercise any right or privilege hereunder, shall not constitute a waiver of such term, condition, right or privilege.

Amendments and Modifications; Captions and Construction. Amendments or revisionsto the General Terms must be in writing, signed by the Buyer. Captions in this Agreement are for the convenience purposes onlyand shall not affect the interpretation or construction of this Agreement.

Additional Notes:

a.Confirmation of the Order and these General Terns are required within 3 working days by fax or electronic mail;failure to do so, will entitle the Buyer the right to terminate the order without notice.

b.Every supply to RH must adhere to the quality requirements specified in document "RH Purchase Orders -Quality Requirements (PQR) FO-10-016-V12" as per clause 3 of this document.

c.All items must be supplied on EURO Pallets only.