STANDARD TERMS AND CONDITIONS FOR PURCHASE OF GOODS

Unless otherwise agreed in writing by Universal Therapeutics Group Sdn. Bhd. or UT Quantum Sdn Bhd or Universal Therapeutics Diagnostics Sdn Bhd or Universal Therapeutics, Inc or Universal Therapeutics Biologics Pte Ltd. (“Customer”), these standard terms and conditions shall apply to all contracts for goods supplied by the Supplier to the exclusion of any other term that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course or dealing.

1.             INTERPRETATION

1.1          Unless otherwise defined, all capitalised terms used in these Conditions shall bear the meaning ascribed as follows:

Business Day

means a day other than a Saturday, Sunday or public holiday in Singapore and Malaysia, when banks in Singapore and Malaysia are open for business.

Conditions

means these terms and conditions set out in this document as amended from time to time in accordance with Clause 13.7.

Contract

means these Conditions, to the exclusion of any other term that the Supplier may seek to impose or incorporate (whether by the issue of a subsequent invoice or otherwise) or which are implied by law, trade custom, practice or course or dealing.

Delivery

has the meaning given in Clause 4.2(c)

Delivery Point

has the meaning given in Clause 4.2(a)

Force Majeure Event

an event, circumstance or cause beyond the reasonable control of either Party, including but not limited to war, blockade, revolution, riot, insurrection, civil commotion, strike, lockout, explosion, fire, flood, storm, tempest, earthquake, laws, rules or regulations, applicable sanction laws, including but not limited to prohibitions on export or import and/or prohibitions applying to a nominated or carrying vessel or any other cause or causes beyond the reasonable control of either party whether or not similar to the causes enumerated above.

Goods

means the goods or products which the Supplier has agreed to supply to the Customer as described in the Invoice.

Intellectual Property Rights

means patents, copyright works, databases, including, without limitation, rights of extraction from such databases, design rights, design, logos, semiconductor topography rights, trade secrets, trade marks, service marks, utility models, mas works, trade and business names (including domain names and e-mail address names and any rights in get-up or trade dress) know-how, inventions, whether registered or unregistered and all other similar proprietary rights which may subsist now or in the future and existing anywhere in the world together with all renewals, extensions and revivals thereof.

Party

means the Supplier or the Customer (as the case may be).

Parties

means the Supplier and the Customer.

Purchase Price

has the meaning given in Clause 6.1.

Purchase Order

means the purchase order issued by the Customer to the Supplier for the purchase of Goods.

Supplier

means the party who has agreed to sell or supply Goods to the Customer.

1.2          In these Conditions, the following rules of interpretation shall apply:

(a)              headings are used for convenience only and do not affect the construction or interpretation of these Conditions;

(b)              unless the context clearly indicates otherwise, words used in the singular shall include the plural and vice versa;

(c)               a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(d)              a reference to a Party includes its personal representatives, successors and permitted assigns;

(e)              a reference to a statute or statutory provision is a reference to it as amended or re-enacted, and includes all subordinate legislation made under that statute or statutory provision; and

(f)                any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.             BASIS OF CONTRACT

2.1          These Conditions apply to the Contract to the exclusion of any other terms that the Supplier may seek to impose or incorporate (whether by the issue of a subsequent invoice or otherwise), or which are implied by law, trade custom, practice or course of dealing.

2.2          The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

3.             GOODS AND QUALITY

3.1          The Goods supplied by the Supplier under this Agreement shall:

(a)              conform to the description and specifications as set out in the Purchase Order;

(b)              be of satisfactory quality;

(c)               be free from defects in design, material and workmanship and remain so for a period of one (1) year from the date of Delivery;

(d)              be packed, stored and delivered in accordance with generally accepted industry standards and practices; and

(e)              comply with all applicable statutory and regulatory requirements.

3.2          The Customer shall inspect all Goods as soon as reasonably practicable after Delivery, and in any event, within five (5) Business Days after Delivery.

3.3          The Customer may by giving at least five (5) Business Days prior written notice to the Supplier return to the Supplier any Goods which do not conform with Clause 3.1 above:

(a)              in the case of a defect that is apparent on normal visual inspection, within ten (10) Business Days after Delivery; and

(b)              in the case of a latent defect, within a reasonable time of the latent defect having become apparent.

4.             DELIVERY

4.1          The Supplier shall deliver the Goods in accordance with the delivery instructions on the Purchase Order.

4.2          In the event that the Purchase Order does not provide for any delivery instructions for the delivery of the Goods, the following terms shall apply:

(a)              the Customer shall inform the Supplier of location at which the Goods will be delivered (“Delivery Point”);

(b)              the Supplier shall make any and all arrangements and bear the risks, costs and expenses for the shipment or transportation of the Goods from the Delivery Point, including, where applicable, import and export clearance and duties, and shall provide the Customer with the details of its shipping agent at least ten (10) Business Days prior to the delivery of the Goods; and

(c)               delivery shall be completed once the Goods are placed at the Delivery Point by the Supplier (“Delivery”),

4.3          The following terms shall apply to any delivery instructions on the Purchase Order, and Delivery as effected pursuant to Clause 4.2 of these Conditions:

(a)              The time of Delivery is of the essence.

(b)              The Customer may request that Delivery be effected in one or more instalments.

(c)               The Supplier shall make any and all arrangements and bear the risks, costs and expenses for any and all insurance, import licences, clearances, and duties in relation to the Goods as are required for time to time, and if required by the Customer, the Supplier shall make the licences and clearances and evidence of duties paid available to the Customer prior to Delivery.

5.             TITLE AND RISK

5.1          The risk in the Goods shall pass to the Customer on completion of Delivery.

5.2          Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for the Goods.

5.3          Until title to the Goods has passed to the Customer, the Customer shall:

(a)              not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(b)              give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.             PRICE AND PAYMENT

6.1          The price for the Goods shall be determined by Parties and stated in the Purchase Order (“Purchase Price”).

6.2          The Purchase Price may exclude any amounts in respect of any goods and services tax (GST) or value added tax (VAT), in which event, the Customer may additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid GST or VAT invoice.

7.             INTELLECTUAL PROPERTY

7.1          The Supplier represents and warrants that it has all requisite and necessary approvals and/or licences to the Intellectual Property Rights in the Goods, including the approvals and/or licences to allow the Customer to market and sell the Goods.

7.2          Subject to Clause 7.3 below, the Supplier shall indemnify the Customer against any and all liabilities, costs, expenses, damages and losses, including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (on an indemnity basis), suffered or incurred by the Customer arising out of and/or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of and/or in connection with the supply, use or sale of the Goods.

7.3          Upon the receipt of a claim referred to in Clause 7.2 above, the Customer shall:

(a)              as soon as reasonably practicable, give notice of such claim to the Supplier;

(b)              not make any admission of liability, agreement or compromise in relation to such claim without the prior written consent of the Supplier, whose consent shall not be unreasonably withheld; and

(c)               give the Supplier the sole authority to avoid, dispute, compromise or defend such claim.

7.4          Nothing in Clause 7.3 shall restrict or limit the Customer’s general obligation at law to mitigate any loss which it may suffer or incur as a result of an event which may give rise to a claim under the indemnity pursuant to Clause 7.2 of this Agreement.

7.5          This Clause 7 shall survive the expiry or termination of this Agreement.

8.             SANCTIONS CLAUSE

8.1          The Supplier represents, warrants and undertake to the Customer that:

(a)              neither it nor any of its subsidiaries or their respective directors or officers, or to the knowledge of the Supplier, any person on whose behalf the Supplier is acting in connection with the subject matter of the Contract, is a Person that is, or is 50% or more owned or controlled by, a Person (or Persons) that is the subject of any economic or financial sanctions or trade embargos administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Departments of State or Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”) or any other applicable sanctions authority (collectively, “Sanctions”) or based, organised or resident in a country or territory that is the subject of a comprehensive (i.e., country-wide or territory-wide) Sanctions (including, as of the date of the Contract, Crimea, Cuba, Iran, North Korea and Syria) (a “Sanctioned Country”) (collectively, a “Sanctioned Person”);

(b)              no Sanctioned Person has any beneficial, legal or other interest in the Contract, nor will have any participation in or derive any other financial or economic benefit under the Contract; and

(c)               it will not use, or make available the Goods supplied under the Contract:

(i)             to fund or facilitate any activities or business of, with or related to any Sanctioned Country or Sanctioned Person;

(ii)            in any manner that would result in a violation of Sanctions; or

(iii)           for any activity or business that could result in the designation of the Supplier as a Sanctionable Person

(collectively, “Sanctioned Activity”)

8.2          If the Supplier becomes a Sanctioned Person or if the Customer is of the reasonable opinion that the Supplier has breached or will breach Clause 7 of these Conditions, the Customer may (without incurring any liability of any nature whatsoever) terminate or suspend all or any part of the Contract with immediate effect by notice to the Supplier, or take any other action it deems reasonable or necessary in order for the Customer to comply with applicable Sanctions or avoid Sanctionable Activity.

8.3          Any exercise by the Customer of its rights under this clause shall be without prejudice to any other rights or remedies which it may have under the Contract, at law, in equity or otherwise.