General Conditions of Sale of Leica Microsystems Limited
1. Scope
These General Conditions of Sale and Supply shall apply to all products sold by Leica
Biosystems Division of Leica Microsystems Limited, hereinafter designated as Vendor. They
shall be deemed an integral part of all contracts of sale and software-license agreements
entered into by the customer, hereinafter designated as Purchaser.
1.2
Price
1.2.1 Vendor shall sell the products at the relevant prices set forth in the pricelist applicablefor the time being.
1.2.2 Vendor shall have the right to alter price lists at any time, subject to two calendar
months prior notice in writing.
1.2.3 Vendor shall have the right to alter the prices of orders already accepted, if its
material, labor, or operating costs change.
1.3
Effective date and scope of contract
Regardless of whether an order is given orally or in writing, no contract shall bedeemed to exist and no order deemed valid unless and until Vendor has confirmed its
acceptance thereof either in writing or by conclusive action, such as the immediatedelivery of the products ordered. The scope of Vendor’s duty to supply the products
shall be as set forth in Vendor’s confirmation of the order.
2. Terms of supply
2.2
Extent of delivery
As far as possible, Vendor shall supply the whole of the order as a single delivery.
Purchaser hereby agrees to accept part deliveries. If Purchaser intends to refuse partdeliveries, it shall expressly declare its refusal in its order.
2.3
Delivery dates
Vendor hereby undertakes to do all in its power to observe the delivery dates it has
itself established either orally or in writing. Vendor’s failure to observe the deliverydates agreed shall entitle Purchaser to withdraw from the contract only if delivery has
still not been made after a reasonable period of grace. Purchaser shall not be entitled
to claim damages for non-delivery. Vendor shall be released from its duty to observe
agreed delivery dates if Purchaser is in default in meeting its contractual obligations orrequires changes to the products after Vendor’s confirmation of the order.
2.4
Force majeure
In the event of force majeure, Vendor shall be released from its duty to observe
agreed delivery dates and Purchaser shall not have the right to withdraw from thecontract and/or claim damages. Cases of force majeure shall include (but notnecessarily be limited to) unforeseeable events in manufacturing or distribution caused
by delivery delays by suppliers; boycotts, lock-outs, or strikes at Leica’s own plants,
the plants of suppliers, or at transport establishments; or due to war, civil disorder, ormobilization.
2.5
Delivery, transfer of risk, insurance
2.5.1 Due performance of delivery shall be deemed made in full and possession and risk
shall pass to Purchaser when the products are ready for dispatch at Vendor’s works.
2.5.2 Except as expressly otherwise agreed, Vendor shall act on Purchaser’s behalf indispatching the products and shall obtain insurance cover at Purchaser’s charge fornormal transport risks.
2.6
Acceptance of returned products
Vendor shall not be required to accept products returned by Purchaser, but may do soas an exception, subject to its prior agreement in writing. Always provided thatRev. Dec 2023

Leica Biosystems Division of Leica Microsystems Limited. · 22/F, AXA Tower, Landmark East, 100 How Ming Street, Kwun Tong,Kowloon, Hong Kong·T +852 9440 7023· LeicaBiosystems.com

Confidential - Company Proprietaryreturned products were dispatched by Vendor no more than four calendar months
earlier, acceptance shall be strictly limited to undamaged brand-new standard
products in their original packing, i.e. products not modified at Purchaser’s request.
Products returned without Vendor’s prior agreement will be sent back at Purchaser’s
risk and charge.
3. Payment of purchase price3.1
PricesUnless expressly otherwise agreed, all prices for products shall be deemed ex works,
in the currency, as set forth in the price lists applicable for the time being, exclusive ofpacking and discounts. Purchaser shall bear all other charges, such as (but notnecessarily limited to) charges for freight and insurance; export, transit, import, andother permits; certificates, taxes, fees, duties, dues, and custom charges. Prices forrepairs and alterations shall be deemed ex works or from the nearest service
workshop.
3.2
Conditions of payment
3.2.1 The conditions of payment as set forth in Vendor’s confirmation of order shall apply toall payments.
3.2.2 Unless expressly otherwise agreed. Purchaser shall make all payments in respective
currency, free of deductions of any kind, such as (but not necessarily limited to)
discounts, expenses, taxes and dues. Purchaser shall transfer payments to the bankaccount designated in Vendor’s invoice.
3.2.3 Purchaser shall not be entitled to withhold payment on the grounds of any complaint orother claim.
3.2.4 Purchaser shall not set off any payment due against any counter claim.
3.3
Default of payment
Upon expiry of the agreed date of payment, Purchaser shall be deemed in default. All
consequential costs due to default shall be at Purchaser’s charge, invoiced in UnitedStates Dollar, including interest at the discount rate charged by the BOA plus three
percent per annum. In the event of default of payment, Vendor shall have the right todemand advance payment for future orders or to require irrevocable and confirmed
letters of credit to be opened, and to withhold delivery of products not yet consigned.
4. Retention of title, grant of security interest
4.1
The products shall remain Vendor’s property until the purchase price and any
subsidiary claims are paid in full, inclusive of all charges due on the redemption and/orclearance of drafts, bills of exchange, and/or cheques accepted in payment. If the law
in Purchaser’s country does not recognize retention of title, Vendor shall be entitled toassert and claim all other available property rights in its products.
4.2
Until payment in full of the purchase price, Purchaser shall not pledge the products,
assign or transfer them as security, or otherwise charge them with the rights of any
third party, but may sell them in the ordinary course of business.
4.3
While Vendor retains title or has a security interest in the products supplied, Purchaser
shall maintain them at its own charge and keep them adequately covered by insurance
against loss or damage by theft, fire, water, and other risks, and upon Vendor’s
demand shall produce proof of such insurance. Purchaser hereby expressly assigns
to Vendor its rights against insurer.
4.4
Purchaser hereby undertakes to render all necessary assistance in all measuresnecessary to protect and secure Vendor’s property, in particular (but not necessarily
limited to) in dealing with any formalities that may have to be completed to secure andregister retention of title and/or the grant of security interest, as the case may be.
5. Warranty, liabilityRev. Dec 2023

Leica Biosystems Division of Leica Microsystems Limited. · 22/F, AXA Tower, Landmark East, 100 How Ming Street, Kwun Tong,
Kowloon, Hong Kong·T +852 9440 7023· LeicaBiosystems.com

Confidential - Company Proprietary5.1
Warranty
5.1.1 Duty to notify defects:
Within seven calendar days of acceptance of the products, Purchaser shall notify
Vendor of any recognizable defects and shall specify the type of defect found.
5.1.2 Duty to notify transport damage:
Immediately upon receipt of the consignment Purchaser shall notify Vendor in writingof any loss or damage sustained by the products during transport. In the event oftransport damage, Purchaser shall act strictly in accordance with the insurer’s generalconditions. Purchaser shall immediately bring any externally visible damage orirregularities to the notice of the rail, postal, or other carrier, and call upon the carrier toinspect the damage or irregularity found, certify it in writing, and state the probablecause thereof. If the carrier refuses to inspect and certify the damage, Purchaser shallrefuse acceptance of the consignment. Immediately upon delivery, Purchaser shallunpack the products; if it finds any damage, it shall leave the products in the packing
in the state in which they were found, forthwith notify the carrier responsible of its
liability both orally and by registered mail, and call upon the carrier to inspect andassess the damage.
5.1.3 Claims on account of wrong delivery:
No claim on account of wrong delivery or wrong quantities shall be entertained unlessmade in writing immediately upon discovery, but in any case not later than one
calendar month after the date of the invoice.
5.1.4 Scope of warranty:
For its own products, Vendor grants the warranty set forth in its General Conditions ofWarranty and applicable at the time of the order. The General Conditions of Warranty
shall be deemed an integral part of these General Conditions of Sale and Supply.
Leica reserves the right to use refurbished material for all repairs of equipment inand out of warranty. The refurbished Spares have full functionality according tospecifications. Warranty of refurbished items is not limited compared to new
items.
5.2
Liability
5.2.1 Vendor shall be liable for delivery according to contract only within the limits of its
obligations under warranty. Any further liability for direct and/or indirect loss ordamage, such as (but not limited to) loss of profit and/or any third-party claim that may
arise out of non-performance of Vendor’s duties under the contract, or out of the use,operation, or unserviceability of the products supplied by Vendor, is hereby expresslyexcluded, inclusive of any liability for consequential damages.
5.2.2 The limitations of liability as set forth above shall not apply to gross negligence byVendor, nor where the law of the land requires otherwise.
6. Product liability
Purchaser shall ensure that a user manual in the country’s official language(s) is supplied witheach product and that the end user’s attention is drawn to the manual and to its observance.
As far as permissible under the law of the land, Vendor hereby expressly excludes any liability
whatsoever in the event of Purchaser’s failure to observe the above condition.
7. Technical alterations and technical documents
7.1
Vendor reserves the right to alter the specifications and design of its products in thelight of technical development. Descriptions and illustrations, technical andperformance data published in technical documents, such as (but not necessarily
limited to) specifications, drawings, photographs, and brochures, shall not be deemedbinding and are subject to change without notice.
7.2
Technical documents shall remain Vendor’s property and Purchaser shall return themupon demand. Without Vendor’s prior agreement in writing they shall not be copied,
Rev. Dec 2023

Leica Biosystems Division of Leica Microsystems Limited. · 22/F, AXA Tower, Landmark East, 100 How Ming Street, Kwun Tong,
Kowloon, Hong Kong·T +852 9440 7023· LeicaBiosystems.com

Confidential - Company Proprietaryduplicated, or made accessible to any third party in any manner whatsoever. Inparticular, they shall not be used for the purpose of making any instrument orcomponents thereof. They may be used for the purposes of installation, maintenance,and operation only to the extent that they have been designated therefore by Vendor.
8. Software
Vendor shall grant Purchaser an irrevocable non-exclusive license to use any software andreleases of new versions of programs for computers, microprocessors, and other dataprocessing and control equipment, which may be supplied either with the products or at any
later date, upon the terms and conditions as set forth in the software-license agreement. Thissoftware shall remain the property of Vendor or its licensor, as the case may be, and shall be
used exclusively for Vendor’s instruments. Without Vendor’s prior agreement in writing,Purchaser shall not copy or otherwise duplicate any part of said software.
9. Requirements applicable to installation site
Purchaser shall draw Vendor’s attention to all local laws, by laws, regulations, and otherrequirements that may govern the delivery, assembly, installation, and/or operation ofVendor’s products, and to any regulations in connection therewith on the prevention ofsickness and accident prevention. The products will be supplied with only those safety
devices that are agreed in writing.
10. Use of trademarks, identifying marks, and of display and publicity material
Purchaser shall use Vendor’s trademarks, particularly the trade mark Leica, strictly inaccordance with the terms and conditions set forth in the separate agreements in connection
therewith.
11. De-identification of Personal Data
The Purchaser acknowledges that Vendor would not require access to any Personal Data,
including patients’ Personal Data, at any time in performance of its obligations under thiscontract. Where applicable, in the event any data is required to remedy technical issues
and/or performance of the products (“Permitted Purposes”), the Purchaser agrees that prior
to providing or granting access to such data to Vendor, the Purchaser shall be responsible toensure all Personal Data in such data, if any, are De-Identified and Coded to ensure that theidentity of the individual to whom the data pertains is not identifiable to and is not traceable
by Vendor and/or Vendor’s Personnel. The Purchaser further represents that it hasestablished policies and procedures in place to prevent the release of individuals’ Personal
Data and is responsible for informing and ensuring its employees to comply with thePurchaser’s obligations in this provision. The Purchaser shall fully indemnify Vendor and its
affiliates against any and all claims, losses or damages arising from or related to noncompliance of this provision including but not limited to costs on a solicitor/attorney-client
basis.
For the purpose of this provision,(a)“Personal Data” means any information relating to an identified or identifiable natural
person;(b)“De-Identified” means the identity of the individuals is not known to and ensure data
is not traceable by Vendor and/or Vendor’s Personnel; and(c)“Coded” means that a number, letter, symbol, or combination thereof (i.e. the code)
has replaced identifying individual information (such as name or national registeredidentification number); and(d)“Vendor’s Personnel” means employees, agent and/or contractor of Vendor
associated with the performance of its obligations under this contract.
Rev. Dec 2023

Leica Biosystems Division of Leica Microsystems Limited. · 22/F, AXA Tower, Landmark East, 100 How Ming Street, Kwun Tong,Kowloon, Hong Kong·
T +852 9440 7023· LeicaBiosystems.com

Confidential - Company Proprietary12. Suspension of deliveries
If Purchaser’s sales prove unsatisfactory or if it suspends payments, is subject to a court
order of settlement and/or if bankruptcy proceedings are instituted against it, or if it gives up
or transfers its business, Vendor shall be entitled, without prejudice to any other or more
extensive rights, to suspend further deliveries without regard to any orders still pending.
13. Applicable law and jurisdiction
13.1 This contract shall be governed by and interpreted in accordance with Hong Kong law.
13.2 The legal venue for Vendor and Purchaser shall be Vendor’s registered office, but
notwithstanding this provision Vendor shall also be entitled to call upon the courts
competent at Purchaser’s registered office.
14. Final provisions
14.1 Other terms and conditions
Vendor does not recognize any other terms and conditions as valid. Purchaser hereby
expressly waives the right to apply its own terms of business.
14.2 Severability
The invalidity or unenforceability of any part of the present General Conditions of Saleand Supply and of any contract between the parties which refers thereto shall notaffect the validity of the remaining terms and conditions thereof.
14.3 Alterations
No alterations, additions, or deletions to these General Conditions of Sale and Supply
shall be valid or enforceable at law unless set forth in writing and agreed by Vendor.

Rev. Dec 2023

Leica Biosystems Division of Leica Microsystems Limited. · 22/F, AXA Tower, Landmark East, 100 How Ming Street, Kwun Tong,Kowloon, Hong Kong·T +852 9440 7023· LeicaBiosystems.com

Confidential - Company Proprietary