DFE PHARMAGENERAL TERMS AND CONDITIONS OF SALE
1.

Scope

1.1 The present general terms and conditions of sale(the "Conditions") apply to all supplies of
products (the "Goods") by DFE Trading(Shanghai) Co., Ltd. (in Chinese: 迪辅益贸易（上海）有限公司,"DFE PHARMA") to its customers(the "CUSTOMER" or "CUSTOMERS").
1.2 Any general terms and conditions that deviate
from the present Conditions shall not become
binding on DFE PHARMA except when expressly
accepted by DFE PHARMA in writing and by
affirming with company seal of DFE PHARMA.
Any general terms and conditions of the
CUSTOMER are expressly excluded as part of thecontract between DFE PHARMA and the
CUSTOMER.
2.

Conclusion of Contract, Offers and Orders

2.1 Contracts between DFE PHARMA and the
CUSTOMER relating to the supply of Goods (a“Supply Contract”) shall be concluded inwriting or by email on the basis of quotations
and/or offers issued by DFE PHARMA or – in theabsence of a quotation or offer of DFE PHARMA on the basis of orders issued by the CUSTOMER
accepted by DFE PHARMA in writing, affirmingwith company seal of DFE PHARMA or by email.
2.2 Quotations and offers for the supply of Goods
issued by DFE PHARMA shall be binding on DFE
PHARMA only for the validity period stated insuch quotation or offer, and shall only lead to abinding Supply Contract after DFE PHARMA’s
receipt of a proper declaration of acceptancesubmitted by the CUSTOMER to DFE PHARMA
within the validity period stated in DFE PHARMA’s
offer or quotation. If the validity period of DFE
PHARMA’s offer or quotation has expired at the
moment of DFE PHARMA’s receipt of adeclaration of acceptance submitted by the
CUSTOMER, a Supply Contract shall only beconcluded if DFE PHARMA has confirmed suchdeclaration to the CUSTOMER in writing,affirming with company seal of DFE PHARMA.
2.3 If no validity period is stated in DFE PHARMA’s
quotation or offer, such quotation or offer shallbe non-binding for DFE PHARMA and subject toconfirmation in writing and affirming of company
seal by DFE PHARMA after DFE PHARMA’s receipt
of a corresponding declaration of acceptanceissued by the CUSTOMER. Confirmation of
CUSTOMER’s declarations of acceptance withrespect to non-binding quotations or offers
issued by DFE PHARMA shall be at the discretionof DFE PHARMA.

2.4 CUSTOMER orders for the supply of Goods issued
by the CUSTOMER without prior quotation oroffer of DFE PHARMA shall be non-binding for
DFE PHARMA and subject to confirmation inwriting and affirming with company seal by DFE
PHARMA. Confirmation of CUSTOMER’s orders
shall be at the discretion of DFE PHARMA.
3.

Scope of Supplies, Changes and Product
Information

3.1 The items of Goods supplied are described in DFE
PHARMA’s offers or quotations that form thebasis of the Supply Contract.
3.2 Changes to the scope of supplies of the Goods orof supply terms agreed under a Supply Contract,
including, without limitation, variations of thetype and quantity of the Goods ordered and/orof scheduled delivery dates, shall be subject toconfirmation in writing, affirming with company
seal of DFE PHARMA or by email by DFE PHARMA.
Acceptance of change requests of the
CUSTOMER shall be at the discretion of DFE
PHARMA. Acceptance of change requests of the
CUSTOMER submitted to DFE PHARMA after anagreed delivery date will in no event be
accepted.
3.3 All information and data contained in DFE
PHARMA’s general product documentation andprice lists, whether in electronic or any otherform, are binding only to the extent that they are
expressly included in the Supply Contract byreference.
4.

Terms of Delivery

4.1 Unless expressly provided otherwise in the
Supply Contract, all Goods will be delivered to
the CUSTOMER in accordance with "Delivered
Duty Paid (DDP)" (Incoterms 2020) at agreed
place. The risk of loss or of damage to the Goods
shall pass to the CUSTOMER in accordance withthe agreed Incoterms trade term.
4.2 The Goods shall be packaged as set forth in the
Supply Contract or, if not stipulated therein, atthe discretion of DFE PHARMA consistent withindustry practice.
4.3 Delivery dates and/or delivery periods for Goods
shall not be binding upon DFE PHARMA, unlessexpressly accepted by DFE PHARMA as binding inwriting, affirming with company seal of DFE
PHARMA.
4.4 DFE PHARMA is not responsible for delayeddelivery of the Goods to the extent that such

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delay has been caused by failure of the
CUSTOMER to fulfil any of its obligations undertheSupplyContract (including,
without
limitation, cooperation duties and/or duties toprovide feedback on technical issues required to
be provided under the Supply Contract), or by aForce Majeure event set forth in Section 11
below , and any and all agreed delivery dates
shall be prolonged in proportion to the durationof the impediment or Force Majeure event.
4.5 If delivery of the Goods is delayed for reasons
attributable to the CUSTOMER, DFE PHARMA
shall be entitled to store the Goods at the
CUSTOMER’s cost and risk at a warehouse of DFE
PHARMA’s reasonable choice. Any additionalrights of DFE PHARMA shall remain unaffected.
5.

Prices and Payment Terms

5.1 Except if agreed otherwise in the Supply
Contract, all prices for Goods shall be "Delivered
Duty Paid (DDP)" (Incoterms 2020) at agreed
place and shall be quoted, invoiced and paid in
cash with RMB.
5.2 All prices for Goods stated in DFE PHARMA’s
quotations and offers and in the Supply
Contracts are exclusive of VAT, exclusive ofimport and export duties, excise duties and othertaxes or levies imposed or charged in relation to
the Goods and their transportation. CUSTOMER
shall pay any such VAT, import and export
duties, excise duties and other taxes or levies in
addition to the prices of the Goods.
5.3 If and insofar as the prices of the Goods are
based on price lists of DFE PHARMA, the current
price list at the time of delivery shall apply. DFE
PHARMA reserves the right to adjust the pricesof the Goods, or change the price list. In case ofan adjustment to the price or change to the pricelist, DFE PHARMA shall notify CUSTOMER in
writing as soon as possible but ultimately before
the effective date of such adjustment or change.
In the event CUSTOMER does not agree to the
proposed price adjustment or change to the pricelist, CUSTOMER shall have the right to terminate
the Supply Contract with immediate effect.
5.4 The CUSTOMER is not entitled to offset any sum
which he owes to DFE PHARMA from any sum
which DFE PHARMA owes to the CUSTOMER, or
to withhold payment in view of claims of the
CUSTOMER, unless the respective counterclaimof the CUSTOMER has been accepted by DFE
PHARMA or is evidenced by a final court decision.

6.

Retention of Title

6.1 Title to the property in the Goods delivered
by DFE PHARMA shall only be transferred to
the CUSTOMER after DFE PHARMA has
received full payment of all amounts owed
by the CUSTOMER under the Supply
Contract.
6.2 After delivery to the CUSTOMER and prior to thetransfer of title pursuant to the foregoing clause
6.1, the CUSTOMER shall (i) keep the Goods
subject to retention of title identified as DFE
PHARMA’s property and separate from goods
owned by CUSTOMER or third parties, (ii) notdispose of them other than in the ordinary courseof business, and (iii) shall assist DFE PHARMA in
taking any measures reasonably requested by
DFE PHARMA in order to protect DFE PHARMA’s
title to the Goods.
7.

Warranty for Defects

7.1 Subject to the CUSTOMER's compliance with theterms of clause 7.3 below, DFE PHARMA
warrants to the CUSTOMER that, for a period of
twelve (12) months from delivery to the
CUSTOMER, the Goods supplied to the
CUSTOMER will be free from defects in material,
workmanship and design, and conform tospecifications agreed under the Supply Contract,
if any.
7.2 In no event shall DFE PHARMA be under any
warranty liability hereunder to the extent that adefect of the Goods has been caused by the
CUSTOMER’s
misuse,neglect,
improperhandling, accident or unusual deterioration ordegradation of the Goods or parts thereof due tophysicalenvironment
beyondagreedspecifications. Unless explicitly agreed in writing,DFE PHARMA is not liable for any specificapplication or suitability. In case that the
CUSTOMER resells the Goods delivered by DFE
PHARMA, or sells any medicine products
processed or produced out of the Goods
delivered by DFE PHARMA to any end-Customer(natural person), the CUSTOMER shall comply
with the statutory provisions relating to medicine
and shall be liable for any claims raised by any
end-Customer due to defects of medicine. In thiscase DFE PHARMA is not liable for any direct orindirect losses of the CUSTOMER.
7.3 The CUSTOMER shall inspect and check alldelivered Goods immediately upon receipt as towhether or not they exhibit any apparent
defects. The CUSTOMER shall promptly notify
DFE PHARMA of any defects detected upon suchdelivery inspection. In the event that the
CUSTOMER becomes aware of a hidden defect of
the Goods (i.e. a defect that is not apparent upondelivery inspection), the CUSTOMER shall

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promptly notify DFE PHARMA thereof upon
becoming aware of such hidden defect. The
CUSTOMER is obligated to inspect the Goods
upon delivery of Goods. The Goods shall beconsidered as accepted by the CUSTOMER
and defect-free upon fifteen (15) calendar
days after delivery of the Goods. DFE
PHARMA does not accept any defects liability for
Goods (and the Goods shall be deemed accepted
as free from defects), if the CUSTOMER fails toprovide prompt notice of a defect in accordancewith the foregoing.

(i)(ii) in the event of death, injury and/or damage
to the health of a natural person caused by
negligence of DFE PHARMA and/or its
employees or agents;(iii) to the extent that DFE PHARMA shall haveassumed an unconditional guarantee for a
specific characteristic of Goods, it being
understood that specifications agreed under
the Supply Contract are only warranted
pursuant to Section 7 above, and do notconstituteguaranteedcharacteristics,
unless provided otherwise under such
Supply Contract; and/or

7.4 If a Product has a defect attributable to DFE
PHARMA pursuant to clauses 7.1 and 7.3 above,
DFE PHARMA – at its sole discretion – shallremedy such defect by either(i)replacing the defective Goods; or(iv) to the extent that DFE PHARMA is liable for
personal injury and/or damage to private
property in accordance with the mandatory
provisions of the applicable product liability
law.

(ii) reducing the purchase price of the Goods
commensurate to the reduction in purchasevalue related to the defect of the Goods, or(iii) issuing to the CUSTOMER a credit for thepurchase price of the defective Product.
If DFE PHARMA fails to remedy a defect of theGoods in accordance with the foregoing, or
refuses to remedy such a defect within areasonable time after having received written
notice by the CUSTOMER requesting the curingof the defect within a reasonable period of time,
the CUSTOMER shall be entitled to rescind theSupply Contract, or to demand a reduction of thepurchase price for the Goods commensurate to
the reduction in purchase value related to thedefect of the Goods.
7.5 The warranties covered in this Section 7 are
exclusive and in lieu of any additional warranties,
express or implied, provided by the laws
governing the Supply Contract, if any. Claims fordamages relating to defects of the Goods may
only be asserted in accordance with thelimitations agreed under the Supply Contract(including, without limitation, the provisions set
forth in Section 8 below).
8.

in the event of intentional and/or grossnegligent behavior on the part of DFE
PHARMA and/or its employees or agents;

Limitation of Liability for Damages

8.1 Unless expressly provided otherwise in the
Supply Contract, DFE PHARMA’s liability fordamages, regardless of its legal basis(whether arising from breach contract or in
tort, or under any other theory) shall be
excluded except for the cases set forth inclauses 8.2 and 8.3 below.
8.2 DFE PHARMA accepts liability in accordance withapplicable laws and regulations in any of thefollowing events:

8.3 Furthermore, DFE PHARMA accepts liability inaccordance with applicable laws and regulationsin the event of a breach of essential contract
obligations by DFE PHARMA and/or its employees
or agents under the Supply Contract. For
purposes of these Conditions, the term “essential
contract obligations” means any obligations of
DFE PHARMA under the Supply Contract which
are fundamental to the proper execution of suchcontract and which the CUSTOMER may
reasonably rely on in connection with theperformance of the Supply Contract. In the eventof any such breach, however, DFE PHARMA's
liability is limited to the amount of two (2) timesof Goods' price. DFE PHARMA's liability pursuant
to clause 8.2 above shall remain unaffected.
9.

Intellectual Property Rights

9.1 CUSTOMER acknowledges that the Goods as well
as all software, drawings, documents, data,
information and/or documentation furnished by
DFE PHARMA to the CUSTOMER in connection
with the performance of the Supply Contract(jointly: “DFE PHARMA Materials”) incorporate
valuable technical know-how and are at least inpart protected by copyright, patent and/or otherindustrial or intellectual property rights.
9.2 All title to the intellectual or industrial property
in work results created by DFE PHARMA and/or
its sub-suppliers in relation to the Goods and theDFE PHARMA Materials remains vested in DFE
PHARMA and its sub-suppliers. Unless provided
otherwise in the Supply Contract, CUSTOMER is
granted a non-exclusive right to use the DFE
PHARMA Materials (only) for the limited purposeof using the Product as in the Supply Contract.
Any other forms of use shall require DFE

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PHARMA’s prior written consent. In particular,
any use of DFE PHARMA Materials for the
purpose of re-engineering and/or manufacture ofGoods with identical or similar characteristics isstrictly prohibited.

(v) riot, commotion, disorder, strike, lockout orother labour disputes;(vi) munitions of war, explosive materials, ionisingradiation or contamination by radio-activity;

10. Confidentiality
10.1 CUSTOMER shall ensure that its officials,
employees and any third parties engaged by it,
shall protect the confidentiality of all informationthat comes to its notice about DFE PHARMA,
even if that information is not designated as
being confidential, and shall refrain without theprior written permission of DFE PHARMA frommaking direct or indirect use of its relationshipwith DFE PHARMA for promotional activities orother purposes.
10.2 In the event CUSTOMER is obliged to disclose
confidential information on the basis of a court,or regulatory order, CUSTOMER shall only beallowed to disclose such information after having
obtained written approval from DFE PHARMA
which shall not unreasonably withhold.
11. Force Majeure11.1 Any delay in or failure by DFE PHARMA toperform any obligation under the Supply
Contract shall be excused and shall not give riseto any claims for damages, if and to the extent
such delay or failure of performance is caused byan event of Force Majeure.
11.2 For purposes of these Conditions, the term
“Force Majeure” shall mean any objective event
which are unforeseeable, unavoidable andinsuperable, including, without limitation, any of
the following events:(i)the fact that DFE PHARMA has not received
supplies of products, materials and/or services
required to manufacture the Goods from a subsupplier, unless the lack of supply was caused by
failure by DFE PHARMA to perform its contractual
obligations, or to purchase the respective
products, materials and/or services from thesub-supplier in a timely manner;(ii) hindrances to perform the Supply Contract
arising from applicable trade sanctions,
including, without limitation, embargos issued byany governmental or legislative body of theUnited States of America, the European Union,
Germany, and/or other relevant countries;(vii) natural catastrophes such as earthquake,hurricane, typhoon or volcanic activity; and(viii) epidemic, including, without limitation, any
delays or impediments caused by measurestaken by business, logistics or travel partners or
by governmental authorities, or deemednecessary by either party to prevent or containthe coronavirus disease (COVID-19) outbreak,and affecting the manufacture and/or delivery ofGoods.
11.3 DFE PHARMA shall as soon as reasonably
practical notify the CUSTOMER of the existenceof any Force Majeure event and the probableduration thereof, and shall provide the
CUSTOMER with updates concerning the samefrom time to time. The times and deadlines for
performance of the Supply Contract shall be
extended equivalent to the time of nonperformance resulting from such Force Majeure
event.
11.4 If the force majeure situation is reasonably
expected to continue for more than two months
or has already lasted for two months, the otherparty may terminate the contract withimmediate effect and without recourse to thecourts, without thereby creating any rights tocompensation.
12. Applicable Law and Jurisdiction
12.1 The present Conditions and the Supply Contract
shall be construed in accordance with andgoverned by the laws of the PRC, excluding theapplication of the UN-Convention on Contracts
for the International Sale of Goods.
12.2 The place of jurisdiction for any disputes related
to, or in connection with the Supply Contract
shall be the courts in Pudong, Shanghai. In
addition, each party is entitled to initiate legal
proceedings against the other party at the
principal place of business of the defendant
party. Except for preliminary injunctions, thechoices of forum set forth in this clause 12.2 shallbe exclusive.

(iii) war, hostilities (whether war be declared or not),invasion, act of foreign enemies;(iv) rebellion, terrorism, sabotage by persons otherthan DFE PHARMA’s personnel, revolution,
insurrection, military or usurped power, or civil
war;
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