STANDARD TERMS AND CONDITIONS FOR SUPPLY 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. (“Supplier”), 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.

Collection Point

has the meaning given in Clause 4.2(a).

Conditions

means these terms and conditions set out in this document as amended from time to time in accordance with Clause 12.9.

Contract

means these Conditions read with the Invoice issued 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.

Customer

means the party who has agreed to purchase Goods from the Supplier.

Delivery

has the meaning given in Clause 4.2(c).

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.

Invoice

means the invoice issued by the Supplier to the Customer in relation to the supply of Goods by the Supplier to the Customer.

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.

USD or US$

means the lawful currency of the United States of America.

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 Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

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

2.3 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

3. GOODS AND QUALITY

3.1 Save that Supplier warrants that on delivery, the Goods shall conform with their description set out in the Invoice, the Supplier makes no warranty or representation as to the quality or fitness for any particular purpose of the Goods supplied and the implied conditions under sections 14 and 16 of the Sale of Goods Act 1957 (Act 382) of Malaysia shall, to the fullest extent permitted by law, be excluded from the Contract.

3.2 Subject to Clause 3.3, if:

(a) the Customer gives notice in writing to the Supplier within 5 Business Days from delivery that some or all of the Goods do not comply with the warranty set out in Clause 3.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

the Supplier shall, at its sole and absolute discretion, repair or replace the defective Goods, or refund the price of the defective Goods in full.

3.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in Clause 3.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with Clause 3.2(a);

(b) the damage or defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(d) the damage or defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

(e) the damage or defect arises after delivery and during the course of shipment; and/or

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

3.4 If the Customer fails to give notice as specified in Clause 3.2(a), the Goods shall be conclusively be presumed to comply with their description set out in the Invoice and are deemed to be of satisfactory quality, and the Customer shall be deemed to have accepted Delivery of the Goods and releases and forever discharges the Supplier from any and all liability whatsoever to the Customer or any third party with respect to that Delivery.

3.5 Except as provided in this Clause 3, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Clause 3.1.

3.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

4. DELIVERY

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

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

(a) the Supplier shall inform the Customer time and location at which the Goods will be made available for collection (“Collection Point”);

(b) the Customer shall make any and all arrangements and bear the risks, costs and expenses for the loading, shipment or transportation of the Goods from the Collection Point, including, where applicable, loading, unloading, handling, shipment, freight, transportation and insurance charges, as well as import and export clearance and duties;

(d) if the Customer does not collect the Goods within fourteen (14) Business Days of the Goods being placed at the Collection Point, the Supplier shall, without prejudice to its rights and remedies, be entitled to:

(i) levy any and all storage or other charges to preserve the Goods on the Customer;

(ii) re-sell the Goods to a third party and seek damages from the Customer for any difference in value; and/or

(iii) terminate the Contract; and

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

(a) Any dates quoted for Delivery are approximate only, and the time of Delivery is not of the essence. The Supplier shall not be liable for any delay in Delivery of the Goods that is caused by a Force Majeure Event, or the Customer’s failure to provide the Supplier with, where applicable, adequate delivery instructions or any other instructions that are relevant and/or required for the Supplier to deliver the Goods.

(b) If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

(d) The Customer 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 Supplier, the Customer shall make the licences and clearances and evidence of duties paid available to the Supplier 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) hold the Goods as the Supplier’s fiduciary agent and bailee;

(b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in Clauses 9.1(c) to 9.1(e); and

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

5.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Clauses 9.1(c) to 9.1(e), then, without limiting any other right or remedy the Supplier may have:

(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

(b) the Supplier may at any time:

(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

5.5 The Customer shall indemnify the Supplier against any and all losses, damages, costs and expenses (including legal fees on an indemnity basis) incurred by the Supplier in connection with the assertion and enforcement of its rights under this Clause 5.4.

6. PRICE AND PAYMENT

6.1 The price for the Goods shall be determined by the Supplier and stated on the Invoice (“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.

6.3 As a condition precedent to Delivery, the Customer shall make full payment of the Purchase Price within the prescribed time to the Supplier’s bank account as stated on the Invoice.

6.4 The Supplier may, by giving notice to the Customer at any time before Delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

6.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under Clause 9 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 6.5 will accrue on a daily basis at the rate of 1.5% per month.

6.6 Where the Customer is required to pay a deposit to the Supplier pursuant to the Invoice, such deposit shall not be refundable by the Supplier to the Customer under any circumstances, and the Customer hereby irrevocably waives its right to recover any such deposit from the Supplier.

6.7 All amounts due under the Contract, including but not limited to the Purchase Price, shall be paid in full without any set-off, counterclaim, deduction or withholding.

7. SANCTIONS CLAUSE

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

(a) neither it nor any of its subsidiaries or their respective directors or officers, or to the knowledge of the Customer, any person on whose behalf the Customer 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

(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”)

7.2 If the Customer becomes a Sanctioned Person or if the Supplier is of the reasonable opinion that the Customer has breached or will breach Clause 7 of these Conditions, the Supplier 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 Customer, or take any other action it deems reasonable or necessary in order for the Supplier to comply with applicable Sanctions or avoid Sanctionable Activity.

7.3 Any exercise by the Supplier 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.

8. LIMITATION OF LIABILITY AND INDEMNITY

8.1 Subject to Clause 8.2 below, the Supplier’s liability for any and all claims, demands, costs (including legal costs), expenses, losses and/or damages suffered by the Customer, whether arising in contract, tort (including negligence), misrepresentation, restitution, at law, in equity or otherwise, arising out of and/or in connection with the Contract shall be limited to the sum actually paid by the Customer to the Supplier under the Contract.

8.2 Under no circumstances shall the Supplier be liable to the Customer for indirect or consequential losses, including but not limited to, the loss of profits, the loss of sales or business, the loss of agreements or contracts, the loss of anticipated savings, the loss of or damage to goodwill.

8.3 The Customer agrees to release and hold harmless, indemnify and defend the Supplier (including its directors, shareholders, officers, employees, agents, subcontractors and independent contractors) against any and all actions, claims, demands, liabilities, losses, damages, costs (including legal costs on an indemnity basis), charges and expenses suffered or incurred by the Supplier as a result of and/or in connection with any of the following:

(a) the Supplier’s compliance with the Customer’s instructions;

(b) the Customer’s failure to provide or display safety information on or relating to the Goods, comply with laws relating to the use, sale, marketing, distribution labelling or marking of the Goods;

(d) the use of the Goods by the Customer or any third party; and

(e) the Customer’s negligence, wilful misconduct or breach of the Contract.

8.4 This Clause 8 shall survive termination of the Contract.

9. TERMINATION

9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer does not fulfil the conditions precedent set out at Clause 6.3;

(b) the Customer commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within three (3) Business Days of that party being notified in writing to do so;

(c) the Customer takes any step or action in connection with its entering administration, provisional liquidation, judicial management or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(d) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(e) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy or if the Customer is unable to pay its debts as they fall due.

9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract if the Customer becomes subject to any of the events listed in Clauses 9.1(c) to 9.1(e), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. FORCE MAJEURE

10.1 Neither Party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

10.2 If the period of delay or non-performance continues for four (4) consecutive weeks, the party not affected may terminate the Contract by giving ten (10) Business Days written notice to the affected party.

11. NOTICES

11.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office as indicated in the Invoice; or

(b) sent by email to the email addresses as indicated in the Invoice.

11.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt;

(b) if sent by pre-paid first-class post or other next working day delivery service, at the time recorded by the delivery service; and

(c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. For the purposes of this Clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

11.3 Each Party irrevocably consents to service of process in the manner provided for notices in this Clause 10 and irrevocably waives any requirement for personal service of any and all legal process, summonses, notices or other documents.

12. GENERAL

12.1 Entire Agreement. The Contract constitutes the entire agreement of the Parties, to the exclusion of any prior written or oral agreement between them.

12.2 Cumulative Rights and Remedies. The rights and remedies of the Supplier under these Conditions are cumulative and are without prejudice and in addition to any rights or remedies which the Supplier may have in law or in equity.

12.3 No Waiver. No failure to exercise, nor any delay in exercising, any right, power or remedy under the Contract shall operate or be deemed a waiver of the same, nor shall a single or partial exercise therefore preclude any other or future exercise of any right, power or remedy under the Contract. For the avoidance of doubt, any and all waivers must always be given in writing.

12.4 No Assignment. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

12.5 Severance. If any provision of the Contract (or part thereof) is determined to be invalid, illegal or void by any court or tribunal of competent jurisdiction, such provision (or part thereof) shall be severed from the Contract and the remainder of the Contract shall continue to remain in full force and effect to the fullest extent permitted by law.

12.6 Third Parties. Except where expressly provided, the Contract does not create any rights that are enforceable by any Person who is not a Party to the Contract.

12.7 Variation. The Supplier reserves the right to alter, modify, add to or otherwise vary these Conditions from time to time, in the Supplier’s sole and absolute discretion. The Customer shall be bound by the Conditions so amended, and shall be deemed to have accepted any such variation(s).

12.8 Governing Law. The Contract shall be governed by and interpreted in accordance with the laws of Malaysia. The Parties agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall not apply to the Contract under any circumstances and is expressly excluded in toto pursuant to Article 6 of the CISG.

12.9 Jurisdiction. For the exclusive benefit of the Supplier, the Customer irrevocably agrees to submit any dispute arising out of and/or in connection with the Contract, including the interpretation and/or existence of the Contract to the exclusive jurisdiction of the courts of Malaysia. Nothing contained in this Clause shall limit the right of the Supplier to commence any action or legal proceedings against the Customer in any other court of competent jurisdiction nor shall the commencement of any action or legal proceedings in in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not. The Customer irrevocably waives any objection which it may now or in future have to the laying of the venue of any action or legal proceedings on the basis that such action or legal proceedings have been brought in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in any action or legal proceedings commenced in such court or tribunal shall be conclusive and binding on It and may be enforced in the courts or tribunals of any jurisdiction.