General sales conditions of DFE Pharma India Private Limited (earlier known as DFE Pharma India LLP)
hereinafter referred to as "DFE Pharma India Sales Terms and Conditions ".
1. Applicability
1.1. These conditions shall apply to all offers from and to all orders to DFE Pharma India Private Limited(hereinafter: DFE Pharma India) for the sale and delivery by DFE Pharma India of products(hereinafter: goods) and to all agreements pertaining thereto with DFE Pharma India.
1.2. These conditions are also applicable to services to be carried out by DFE Pharma India related to thesale and/or delivery of goods, including contracting and the rendering of advice.
1.3. These conditions shall override all other terms and conditions, if any, of the counterparty or customer(hereinafter: the Customer) of DFE Pharma India. These conditions shall be deemed to beincorporated in all offers, purchase orders and the invoices made by DFE Pharma India in relation to
the goods.
1.4. Provisions deviating from these terms and conditions may only be invoked by the Customer if and inso as far as such conditions have been accepted in writing by DFE Pharma India as an amendment tothese terms and conditions.
2. Offers, assignments/orders and agreements
2.1 All offers made by DFE Pharma India are non-binding.
2.2 Orders placed by the Customers or acceptance of offers made by the DFE Pharma India shall bedeemed to be irrevocable by the Customer.
2.3 DFE Pharma India shall be bound by any agreement with the Customer only after it has accepted anorder in writing or otherwise has commenced with implementation. In addition, DFE Pharma India
shall only be bound in the manner such as it has accepted in writing. Oral commitment or
arrangements by or with the personnel of DFE Pharma India shall not bind DFE Pharma India until
after and in as far as it has confirmed these in writing through a duly authorized representative.
2.4 Amendments to any written agreements between DFE Pharma India and the Customer shall be
subject to the terms and conditions set out herein and any other terms and conditions as may be
agreed in writing.
3. Conformity
3.1 All specifications provided by DFE Pharma India of figures, measurements, weights and/or otherindications with respect to goods shall be made with as much due care as possible.
DFE Pharma India, however, cannot guarantee that no deviations shall occur in this respect.
Customary deviations to the extent permitted by applicable law, if any, or as per the industry practices
shall be deemed permitted. The Customer shall have an obligation to check the conformity withspecified or agreed figures, measurements, weights and/or other indications of DFE Pharma India at
the time of taking the delivery of goods. Samples demonstrated or furnished by DFE Pharma India,

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drawings or models of goods to be delivered are merely indications thereof as is meant in this article
and are expressly subject to the contents of this article.
3.2 The Customer is required to ascertain that the goods it is to order and/or goods it has ordered andthe documentation pertaining thereto, packaging, labelling and/or other information comply with theapplicable law of the country of destination.
4. Price
4.1 The prices quoted by or agreed to with DFE Pharma India are net price for manufacturing or procuring
the goods for the Customer and shall be exclusive of VAT, GST, and other taxes or levies imposed orlevied with respect to the goods. All such charges, levies and taxes shall be charged additionally. Costof transportation will be charged separately on delivery as is provided in the written orderconfirmation of DFE Pharma India.
4.2 If DFE Pharma India itself undertakes the packing, packaging, loading, transport, dispatch, or insuranceof goods without a price being agreed thereof expressly in writing, it shall be entitled to charge theactual costs thereof and/or the rates customary to DFE Pharma India thereof to the account of the
Customer as is provided in the written order confirmation of DFE Pharma India.
4.3 The prices quoted or agreed to with DFE Pharma India are based on the cost price at the time ofagreement by DFE Pharma India. Should, for example, by measures of the authorities, exchange rate
fluctuations, prices of raw materials, also in connection with changing or lapse of price listings, freighttariffs, energy costs, import and export duties, excise duties or as a consequence of inflation, the costprice for DFE Pharma India thereafter be subjected to an increase prior to delivery, DFE Pharma India
is entitled to adjust the prices accordingly.
4.4 Save where credit terms have been agreed in writing in advance, 100% payment of the goods is due
when the order is placed with DFE Pharma India without any deductions, withholding or set off. Timefor payment is of the essence. If the Customer fails to make payment by the due date then, without
prejudice to any other right or remedy, DFE Pharma India shall be entitled at its sole discretion to:a) Cancel the order or suspend any further deliveries or performance;b) Appropriate any payment made by the Customer to such of the goods (or the goods made under
any other contract) as DFE Pharma India may think fit; andc) Charge interest on the overdue outstanding amount and lying unpaid at the rate of 18% p.a until
payment is made in full.
d) If legal action is taken to recover monies due to DFE Pharma India, then DFE Pharma India reserves
the right to charge the Customer an administration fee to cover all and any costs incurred.
e) DFE Pharma India reserves the right to add a Rs.500.00 service charge on all returned checks.
5. Delivery time2

5.1 The delivery time commences after conclusion of the agreement, after DFE Pharma India has at its
disposal all the items, documents and data to be furnished by the Customer and after any advancepayment which has been agreed upon by DFE Pharma India has been received or security for payment
has been received for the benefit of DFE Pharma India has been furnished.
5.2 Delay in the delivery does not give the Customer any right to additional or substitute damages nor to
non-fulfillment by it of any of its own obligations arising from the agreement. The Customer is,
however, entitled to rescind the agreement by means of a written statement, if and in as far as after
the above-mentioned delay DFE Pharma India still has not delivered the goods within a reasonable
time agreed upon in writing with the Customer.
5.3 Delivery times shall be extended by the time that the performance of the agreement is affected byforce majeure. They shall also be extended by the time that the Customer fails in the fulfillment of
any of its own obligations.
6. Delivery, risk, acceptance and storage
6.1 DFE Pharma India is entitled, for the implementation of the agreement or parts thereof, to bring inthird parties, hereinafter also to be referred to as auxiliary persons.
6.2 DFE Pharma India is entitled to deliver in parts. For the applicability of these conditions, each partdelivery shall be deemed an independent delivery.
6.3 Terms of delivery is Ex-works- Cuddalore, if the customer specifically requests for delivery at theirlocation, DFE Pharma India would arrange for the delivery after recovering costs for delivery. If thedelivery by DFE Pharma India is effected on the basis of such delivery conditions as carriage paid,
F.O.B., CIF or for example, C&F, this shall imply the conditions corresponding to these abbreviations
as is described in the Incoterms of the International Chamber of Commerce, most recent edition.
6.4 The risk of the purchased goods shall pass to the Customer either at the place and the instancepursuant to the agreed conditions of delivery as is referred to in article 6.3, or, if no condition applies
concerning passing of risk, the risk shall pass to the Customer at the place and the instance that the
goods are ready for transport or dispatch to the Customer or third parties it has designated. This also
applies if DFE Pharma India sees to the loading, transport, dispatch, unloading or insurance of thegoods itself or via its own auxiliary persons.
6.5 The goods shall immediately be received at the agreed place and the agreed point in time of delivery
by or on behalf of the Customer. The Customer shall see to sufficient loading and unloading facilities
and for a speedy unloading.
6.6 If the Customer does not or does not timely take possession of the goods, it shall be in default without
notice thereof. In that case, DFE Pharma India is entitled to store the goods for the account and riskof the Customer or, at its own option, to sell these to a third party. The storage costs and/or otherdamages to be incurred by DFE Pharma India shall be to the account of the Customer.
6.7 DFE Pharma India is not obliged to honour a request of the Customer for redelivery or delivery
thereafter. Should however, DFE Pharma India indeed choose to do so, the costs attached thereto
shall be to the account of the Customer.

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7. Packing
7.1 The packing shall, in as far as this is not intended for once-only use, including pallets, crates, containers
and other auxiliary means for the transport, remain the property of DFE Pharma India. The Customer
is, accordingly, not entitled to put the packing at the disposal of third parties or otherwise use them.
7.2 The packing may not be used for purposes other than those for which it is intended.
7.3 In the event of loss or damage, where the claim of the Customer to the repayment of a deposit (if any)
lapses, the Customer is obliged to compensate the loss or damage, by surrender of the deposit, to
DFE Pharma India.
8. Transfer of ownership
8.1 All goods delivered by DFE Pharma India shall remain in the ownership of DFE Pharma India until
receipt of full payment of all that which DFE Pharma India is owed by the Customer in connection withthis subject agreement and/or prior or subsequent agreements of the same nature, this including
damages, costs and interest. The Customer is not entitled to a right of retention/lien on the goods.
8.2 The Customer shall, immediately on first request of DFE Pharma India, notify DFE Pharma India of
where the goods, of which DFE Pharma India is still owner, are located. DFE Pharma India retains theright, without any other authorization thereto being required on the part of Customer to take backon its own authority the goods which fall under its ownership, irrespective of where these goods arelocated.
9. Industrial/intellectual property
9.1 The industrial and intellectual property rights with respect to the delivered goods and/or services are
vested with DFE Pharma India or relevant third parties and shall not be transferred to the Customer
through the agreement, accordingly, this also applies in the event the goods or services have been
specifically designed, developed or composed for the Customer.
9.2 The Customer shall notify DFE Pharma India immediately in the event third parties infringe or
threaten to infringe the industrial or intellectual property rights of DFE Pharma India or in the event
third parties are of the opinion that goods of DFE Pharma India constitute infringement of their own
industrial or intellectual property rights. Should there indeed be a question of the latter, DFE Pharma
India may either replace or change the infringing goods or terminate the agreement with theCustomer, all this after prior notice to the Customer. In these events, the Customer shall derive noright to compensation or damages from DFE Pharma India outside of that set forth in article 13 ofthese conditions. Nevertheless, DFE Pharma India shall indemnify the Customer against the costs ofdefense against an entitled third party on the condition that the Customer timely notifies DFE Pharma
India of any such claim, leaves the right to defend to DFE Pharma India and grants all cooperation
reasonably required by DFE Pharma India in this regard.
10. Force majeure410.1 DFE Pharma India is entitled to invoke force majeure if the implementation of the agreement inwhole or in part, temporarily or not, should be delayed or impeded by circumstances reasonably
outside its control, including trade embargoes, strikes, lightning strikes work-to-rule and lockouts,
lack of raw materials, delayed providing to DFE Pharma India by third parties of ordered goods orservices in circumstances other than those that can be imputed to DFE Pharma India, accidents,
breakdowns, unforeseeable problems with production or transport, devaluation, increasing oflevies or taxes of whatever nature, significant change of prices of raw materials or energy, andlapse, withdrawal or non-extension of the required permits, certificates, licenses and such like.
10.2 In the event of a force majeure event as per article 10.1 above DFE Pharma India’s obligations shallbe suspended until such event of force majeure continues. It is hereby clarified that notwithstanding
the force majeure event, the Customer’s payment obligation shall not be suspended or terminated,
unless agreed in writing by DFE Pharma India.
11. Confidentiality
DFE Pharma India and the Customer shall treat as confidential information any informationconsidered as such under the written order confirmation by DFE Pharma India. If any information
relating to the goods is considered as confidential and proprietary by one of the parties, then suchparty shall notify the other. The parties agree not to disclose, publish, circulate or make thisavailable either directly or indirectly to third parties, any confidential information as identified
under the agreement or as notified by the parties.
12. Guarantee and claims
12.1 DFE Pharma India guarantees the merchantable quality of the goods at the time of delivery of goods.
The guarantee by DFE Pharma India is limited to the quality of goods to be in conformity withspecifications agreed with the Customer at the time of delivery. DFE Pharma India does not provide
any implied warranties and all warranties other than those expressly provided in writing are
excluded.
12.2 DFE Pharma India guarantees the characteristic properties as per the agreed specification of eachof the delivered goods up to the expiry date indicated on the packaging, subject to the Customer
complying with the appropriate storage and handling conditions.
12.3 The Customer shall approve or have approved on its behalf, the delivered goods immediately after
receipt. If approval is not effected immediately, right of claim in respect of the relevant goods shalllapse.
12.4 If the quality does not comply with that which has been agreed, the Customer shall in writing lodge
a claim setting out the defects in the goods within 24 hours after taking delivery of the goods.
12.5 If the Customer lodges a claim in the manner referred to in the preceding paragraph, it is obliged toprovide DFE Pharma India the opportunity to inspect or have the goods inspected in order toinvestigate the claim.
12.6 Each right of claim shall lapse if:

5a) the situation arises as is referred to in article 12.3;b) the goods have been transported, treated, used, adapted or stored improperly or in violationof the instructions given by or on behalf of DFE Pharma India;c) the goods have been processed by or on behalf of the Customer;d) the Customer has not or has not properly or not timely fulfilled any of its obligations under theagreement.
12.7 In the event of a justified and timely claim, DFE Pharma India shall either improve the goods andredeliver without any additional charge on the same terms and conditions within a time period as
may be agreed in writing, or credit the Customer in whole or in part for the cost of defective goods
that it may have been received from the Customer, all this at the sole option of DFE Pharma India.
The Customer shall not be entitled to any other recourse.
12.8 If and in as far as DFE Pharma India purchases goods which it directly and without treatment orprocessing on its part, delivers on to the Customer, DFE Pharma India shall at no time be held to aguarantee exceeding that which it itself is able to claim towards its supplier.
12.9 After discovery of a defect in one of the goods, the Customer is obliged to do all that which will
prevent or limit damage, this expressly including any immediate ceasing of use, treatment orprocessing. DFE Pharma India shall not be liable for any consequential loss or damage that theCustomer may suffer on account of possession, use or storage of defective goods.
12.10 DFE Pharma India operates a 30 day return policy. Goods concerning which a claim has been lodged
or shall be lodged, may only be sent back to DFE Pharma India after DFE Pharma India has consented
thereto in writing. Prior to returning any goods to DFE Pharma India for any reason, the Customer
must contact DFE Pharma India to obtain a returns authorization number (’RMA’). To be accepted
for return on this basis, goods should be returned for receipt by DFE Pharma India within 30 days ofdelivery to the Customer. The process for Customer returns is –a) Customer to lodge the complaint to customer support or sales team as per article 12.4.
b) After DFE Pharma India have investigated the claim and if in the sole opinion of DFE Pharma
India the complaint is substantiated DFE Pharma India will take decision to accept return of thegoods and RMA is allotted.
c) Customer should return the Goods to office of DFE Pharma India, situated at B-4, SIPCOT
Industrial Complex Kudikadu, Cuddalore, Tamil Nadu – 607005, India. All Goods are returned at
the Customer’s risk and expense and should be undamaged by the Customer and in their
original packaging. The Customer is responsible for returning goods to DFE Pharma India andfor providing proof of delivery of such return.
The costs of sending back/ destroying the goods, if the claim is justified, shall be for the account of
DFE Pharma India solely after such written consent from DFE Pharma India. Once the goods are
returned then the remedies specified in article 12.7 shall apply.

613. Liability and indemnity
13.1 The liability of DFE Pharma India in relation to any defects pertaining to the goods it has delivered
and thereby the services related thereto is limited to the fulfilment of the obligations described in
the preceding article after the lodging of claims.
13.2 DFE Pharma India shall on no account be bound to payment of damages except if an in as far as thedamages incurred have been caused by wilful default or gross negligence of DFE Pharma India, of
the auxiliary persons it has brought in, or of their respective employers. Save for wilful default of
the management of DFE Pharma India itself, liability of DFE Pharma India for loss of profits,consequential or indirect damages shall remain excluded.
13.3 In all cases in which DFE Pharma India is bound to make payment of damages, the amount ofdamages shall never exceed that of, at its option, either the invoice value of the delivered goods
and/or service through which or in connection with which the damage has been caused, or, if thedamages are covered by an insurance of DFE Pharma India, the amount which is actually paid out
in that matter by the insurer.
13.4 The employees of DFE Pharma India or the auxiliary persons brought in by DFE Pharma India for the
implementation of the agreement may invoke towards the Customer all means of defense to be
derived from the agreement, as if they themselves were party to the agreement.
13.5 The Customer shall indemnify DFE Pharma India, its employees and the auxiliary persons it brings
in for the implementation of the agreement against each claim of third parties in connection with
the implementation of the agreement by DFE Pharma India, in as far as these claims exceed or are
different from those to which the Customer is entitled towards DFE Pharma India.
14. Payment and security
14.1 Save for any other instruction from DFE Pharma India in favour of the Customer, payment shall beeffected within 14 days of the invoice date in the currency set forth in the invoice and exclusively
in the manner as indicated in the invoice. DFE Pharma India shall at all times have the right to claim
advance payment in whole or in part and/or otherwise to be furnished with security for payment.
14.2 DFE Pharma India remains authorized to set-off all that which it is due to the Customer with thatwhich the Customer and/or the enterprises affiliated to the Customer is/are due, whether or notdue and payable, under conditions or time limit, to the companies affiliated to the DFE Pharma
India concern.
14.3 The Customer waives any right to set-off of amounts due, one to the other. Claims do not suspend
the payment obligations of the Customer.
14.4 If the Customer fails to effect payment of any amount due on the basis of the aforementioned, it
shall be in default without notice being required. As soon as the Customer is in default of any
payment, all remaining claims of DFE Pharma India on the Customer shall become due and payable
and with respect to these claims, the default is of immediate effect without notice being required
thereof.

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14.5 All costs in and out of court which bear relationship to the recovery of any claim on the Customer
shall be for the account of the Customer.
14.6 A Customer wishing to open a credit account must furnish such information, including financial dataand status details, as may be requested by DFE Pharma India and DFE Pharma India reserves theright to evaluate using the services of a credit reference/evaluation agency. DFE Pharma India
reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or
reduce or suspend any credit limit at any time. In addition to the available rights and remedies, DFE
Pharma India also reserves the right to cancel any order, require payment in advance, or require
the Customer to provide adequate assurance of performance, without any liability of DFE Pharma
India, in the event of the Customer's insolvency, filing of a petition in bankruptcy, the appointmentof a receiver or trustee for Customer, or the execution by Customer of an assignment for the benefitof creditors.
15.

Termination

15.1 If the Customer does not or does not timely or not properly fulfil one or more of its obligations, isdeclared bankrupt, requests (preliminary) suspension of payments, proceeds to liquidation of its
company, as well as when its assets are attached in whole or in part, DFE Pharma India is entitledto suspend the implementation of the agreement or without prior notice of default, to terminate
the agreement in whole or in part by a written notice, all this according to its own discretion andeach time with maintaining of any of the rights it is entitled to on compensation of costs, damages
and interest.
15.2 The Customer is entitled to terminate only for the events referred to in articles 5.2 and 10.2 of these
conditions and in that event, not other than after payment to DFE Pharma India of all amounts it isdue at that instant to DFE Pharma India whether or not due and payable.
16. Disputes resolution and applicable law
16.1 Any dispute, controversy or claim arising out of or in connection with any international transactions
shall be referred to and finally resolved by arbitration administered by the London Court ofInternational Arbitration ("LCIA") in accordance with the Arbitration Rules of LCIA (the "Rules") for
the time being in force, which Rules are deemed to be incorporated by reference into this article.
16.2 The tribunal shall consist of a sole arbitrator. The arbitrator shall be a lawyer with experience ofinternational contracts. The seat of the arbitration shall be Bangalore. The language of thearbitration shall be English.
16.3 Any award of the tribunal shall be binding on the parties and final from the day it is made.
16.4 Nothing in these dispute resolution provisions shall be construed as preventing either DFE Pharma
India or the Customer from seeking conservatory or similar interim relief in any court of competentjurisdiction.
16.5 The transaction and the agreement between DFE Pharma India and the Customer shall be subject
to the laws of India.

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16.6 The Courts of Bangalore shall have exclusive jurisdiction to hear and decide any suit, action orproceedings and /or to settle any disputes, which may arise out of or in connection with thisAgreement and for these purposes, each party irrevocably submits to the jurisdiction of the Courtsof Bangalore.
16.7 The applicability of the Vienna Convention on the International Sale of Goods 1980 (CISG), isexpressly excluded.
17.

Assignment / Successors

17.1 The agreement shall be binding upon and inure to the benefit of DFE Pharma India and theirrespective successors and permitted assigns.
17.2 The Customer shall not assign or transfer the agreement or any of its rights or obligations hereunderwithout the prior written consent of DFE Pharma India.
18.

Notices
All notices or other communications under or in connection with the agreement shall be given by
the parties in such form and by such means as they shall agree from time to time.

For DFE Pharma India Private Limited

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