1. GENERAL These general terms and conditions of purchase ( Terms and Conditions ) are applicable to any order made by Merck Chemical and Life Science AB, reg. no. 556102-7797 ( Merck ), for the purchase of goods or services ( Purchase Order ). These Terms and Conditions take precedence of conflicting or deviating terms and conditions provided by the supplier. No waiver or modification of these Terms and Conditions shall be binding upon Merck unless approved in writing by an authorized representative of Merck. 2. PURCHASE ORDERS 2.1 A Purchase Order will normally include the following information: (a) date of issuance; (b) purchase order number; (c) specification of the goods and/or services ordered ( Products ), including quantity; (d) calculation of purchase price; (e) requested date(s) of delivery; (f) requested shipping destination(s); and (g) instructions as to shipping and mode(s) of transportation. 2.2 The supplier shall within one week from receipt of a Purchase Order confirm to Merck in writing (e.g. by fax or email) whether the Purchase Order is accepted or rejected. If the supplier does not accept or reject the Purchase Order within the stipulated time, the Purchase Order shall be deemed accepted. 2.3 Under no circumstances shall these Terms and Conditions give rise to any obligation of Merck to issue Purchase Orders to, or otherwise purchase Products from, the supplier. Nor shall these Terms and Conditions, be construed as to grant the supplier exclusivity for the supply of goods or services to Merck. 3. CANCELLATION AND POSTPONEMENT OF DELIVERY 3.1 Merck is entitled to cancel a Purchase Order, in part or in whole up and until 5 days before the agreed delivery date, without incurring any costs or liability to pay damages. 3.2 Merck is entitled to postpone the agreed delivery date, up to a maximum of 2 months, without incurring any costs or liability to pay damages. Merck shall notify the supplier of such postponement no later than 1 week prior to the agreed delivery date. 4. DELIVERY OF PRODUCTS AND DELAY OF DELIVERIES 4.1 The supplier shall deliver the Products on the agreed delivery date(s). Deliveries shall be made to the address set out in the Purchase Order, with the risk and title passing to Merck upon delivery. 4.2 Deliveries shall be accompanied by the appropriate shipping documents. All shipping documents and/or invoices shall contain the number of the Purchase Order and, where applicable, any additional identification numbers or information as to the specific Products. 4.3 The supplier is responsible for making the appropriate arrangements of transportation for delivery of the Products. 4.4 The supplier shall promptly notify Merck of any delayed deliveries, specifying the relevant circumstances in each specific case. The supplier shall use its best efforts to minimise the negative effects for Merck caused by a delay in delivery by the supplier, including but not limited to arranging for the fastest possible method of delivery of any delayed Products, at the sole expense of the Supplier. December 2013 Page 1 of 5
4.5 Where a delay in delivery has exceeded four weeks Merck shall be entitled to immediately cancel the relevant Purchase Order, in whole or in part. The Supplier shall indemnify and hold Merck harmless from any damages incurred by Merck relating to the cancellation. 5. PURCHASE PRICE AND TERMS OF PAYMENT 5.1 The purchase price and discounts (if applicable) for the Products are set out in the relevant Purchase Order. 5.2 The purchase price shall be invoiced by the supplier on the dates specified in the Purchase Order and paid by Merck within 30 days after receipt of a correct invoice. Invoices shall always (to the extent applicable) contain the following information: number of Purchase Order, specification of delivered Products, purchase price, V.A.T. and agreed delivery date. Invoices shall be issued to Merck under the following address: Merck Chemical and Life Science AB, P.O Box 3033, 169 03 Solna, Sweden. 5.3 The supplier may not invoice any additional charges than those expressly agreed. The purchase price is inclusive of any taxes, duties, levies, withholdings or any other official charges. 5.4 Payment by Merck shall under no circumstances be construed as to constitute acceptance of the Products nor be construed as a waiver of any rights that Merck may have hereunder or under applicable law. 6. WARRANTY 6.1 The supplier warrants that the Products comply with all requirements set out in the Purchase Order and any applicable Product specification, that the Products are of merchantable quality and free from any defects, whether due to faulty designs, poor material or poor workmanship, and that the Products are newly manufactured and consist of newly manufactured parts. 6.2 The supplier warrants that all Products that include a service element will be performed in accordance with good industry practice, by appropriately qualified and trained personnel with relevant skill, care and diligence and to the highest standard of quality as it is reasonable for Merck to expect. When providing services, the supplier shall co-operate with Merck in all matters relating to the services and comply with Merck s reasonable instructions in each case. 6.3 The supplier warrants that it is the lawful owner of the Products, enjoying full title and the respective rights to transfer or otherwise dispose of the Products, without any security interests or other encumbrances or liens attached to it. 6.4 The supplier warrants that it is the lawful owner or licensor of any and all copyrights, patents or other intellectual property pertaining to the Products and that the Products or the use of the Products do not infringe any copyright, patent or other intellectual property right, including trade secrets, of any third party. 6.5 The supplier s warranties, whether in writing or oral, express or implied, shall be applicable for a period of 24 months from the delivery of the Products to Merck. 7. DEFECTIVE PRODUCTS 7.1 If the Products should fail in any respect to meet the warranties set out in Clause 6 above, such Products shall be deemed to be defective ( Defective Products ). Merck may, without prejudice to any further rights it might have in contract or law, (i) request that the Defective Products are repaired or replaced, or (ii) return any Defective Products to the supplier at the expense of the supplier. December 2013 Page 2 of 5
7.2 The supplier shall repair or replace any Defective Products promptly, at its sole expense, within a maximum of 10 days after Merck s request thereof. 7.3 Merck may always return any Defective Products to the supplier, at the latter s sole expense, in exchange for either (i) the prompt and full refund of the purchase price paid for such Defective Products, or (ii) a corresponding credit for future purchases. The choice between (i) and (ii) above shall be made by Merck in its sole discretion. 7.4 Merck is further entitled to claim damages for all losses suffered by Merck due to the Defective Products. 8. INDEMNITY 8.1 Supplier shall be liable to Merck for any loss, claim or damage whatsoever arising in connection with the delivery or use of the Products, including but not limited to product liability and/or hidden defects. information which the supplier can show (i) was in the public domain at its disclosure or subsequently has come into the public domain, through no breach of these Terms and Conditions, or (ii) was already known to the supplier at the date of receipt of the information, without being subject to any additional obligation of confidentiality, or (iii) has been received from a third party having the unrestricted right to disclose the information. 10. PUBLICITY AND USE OF NAME Except as may be required by law or competent governmental authority, the supplier shall not, without Merck s prior written approval: (i) make any press release, or any public announcement, denial or confirmation with respect to the supplier s delivery of Products to Merck; or (ii) use Merck s name or logotype, or any adaption thereof for advertising, trade or other commercial purposes. 8.2 Supplier shall indemnify and hold harmless and defend, at its own expense, Merck from and against any and all claims by a third party of infringements of copyrights, patents or other intellectual property rights relating to the Products. 9. CONFIDENTIALITY 9.1 All information disclosed by Merck to the supplier relating to Merck s business, prices and services is proprietary and confidential. The supplier may use such confidential information solely for the purpose of delivering the Products and shall not, ant any time during or any time after the completion of the delivery of the Products disclose the same to any third party without Merck s prior written consent. 9.2 The confidentiality undertaking in Clause 9.1 shall not apply to 11. COMPLIANCE The Company conducts its business in accordance with the principles of sustainable development and complies with internationally recognised fundamental environmental, labour and social standards. Supplier is fully aware of the Merck Responsible Sourcing Principles (the MERCK Principles ) which are available on MERCK'S website www.merckgroup.com. In particular, supplier hereby certifies that he does not and will not employ any person to manufacture or provide goods or services who is under fifteen (15) years of age, or eighteen (18) years of age in the case of hazardous work (hereinafter "Child Labour"). Supplier has used reasonable efforts to determine whether his suppliers use Child Labour in manufacturing or providing goods or services, and he certifies that he, after reasonable inquiry, is not aware of any of his December 2013 Page 3 of 5
suppliers of goods and services that use Child Labour. Further supplier hereby certifies that he and his suppliers of goods and services do not and will not knowingly use forced labour as it is defined in the MERCK Principles. Supplier hereby certifies that he does not and will not use illegal practices such as giving money or gifts to MERCK employees or members of their families in exchange for business from MERCK. Supplier hereby certifies that he complies at least with the environmental laws of the country where he operates and where the goods are manufactured or handled as he is aware that MERCK applies a high standard of care in connection with the protection of the environment Supplier understands that adherence to the MERCK Principles and, in particular, to the aforementioned certifications and undertakings is essential to this agreement. As a consequence supplier agrees that, in the event that a violation of the MERCK Principles has occurred, supplier shall notify MERCK. Supplier shall immediately remedy any violation notified by him or detected by MERCK. With respect to supplier s compliance with environmental laws MERCK may at his sole discretion, during regular business hours and after reasonable notice, also conduct audits to verify whether the legal requirements of such country are met. In the event that MERCK determines that supplier has not remedied a detected violation, then MERCK shall be entitled to extraordinarily terminate this agreement for good cause. In addition supplier shall indemnify MERCK and hold MERCK harmless with respect to any liability arising from the violation of the MERCK Principles by supplier or any of his suppliers with respect to the goods or services used in the supply chain" 12. INSURANCE The supplier shall provide and maintain an effective and comprehensive insurance policy to cover for its own personnel and its own property to the full replacement value as well as cover for its own scope of activities and liabilities including general third party liability and product liability. 13. FORCE MAJEURE Notwithstanding anything else contained in these Terms and Conditions or a Purchase Order, neither party shall be liable for any delay in performing its obligations under a Purchase Order if such delay is caused by any of the following circumstances fire, war, flood, general mobilization or military mobilization to a similar extent, general strikes or lockouts, requisition, seizure, insurrection and civil commotion. Either party may, if such delay continues for more than three months, terminate the Purchase Order forthwith on giving notice in writing to the other party in which event neither party shall be liable to the other by reason of such termination. 14. SURVIVAL Notwithstanding anything to the contrary, rights and obligations under these Terms and Conditions, which by their nature would continue beyond the termination or ending in any other way of a Purchase Order, shall survive the termination or ending in any other way of a Purchase Order. 15. ASSIGNMENT The supplier may not assign its rights and obligations under a Purchase Order to any third party without the prior written consent of Merck. Merck is free to, in part or in whole, assign its rights and obligations under a Purchase December 2013 Page 4 of 5
Order to any affiliate of Merck. Any such assignment shall not adversely affect any agreed pricing arrangements, such as for example quantity discounts. 16. ARBITRATION AND APPLICABLE LAW 16.1 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC ). The rules for expedited arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the arbitration rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitration proceedings shall be preferably English, and alternatively Swedish. 16.2 These Terms and Conditions, as well as any Purchase Order shall be governed and construed in accordance with the laws of Sweden, without regard to its provisions regarding conflict of laws. December 2013 Page 5 of 5