GENERAL TERMS & CONDITIONS OF PURCHASE
1.

Definitions and Interpretation

1.1.

In these conditions, the following words shall, where the context
so admits, have the following meanings:

https://www.abhi.org.uk/code-of-ethical-businesspractice/);●

British In Vitro Diagnostics Association Code of Conduct(http://www.bivda.co.uk/Portals/0/Documents/BIVDA_CoC_leaflet.pdf);●

The MedTech Code of Ethical Business Practice (available
here:https://www.medtecheurope.org/resourcelibrary/medtech-europe-code-of-ethical-businesspractice/); and●such other policies and codes of conduct as are set out athttps://www.roche.com/about/sustainability/suppliers/orotherwise provided by the Buyer to the Seller from time totime;“Affiliate” shall mean:(i)an organisation, which directly or indirectly controls aparty to this Agreement;(ii)

an organisation, which is directly or indirectly controlled
by a party to this Agreement;(iii)

an organisation, which is controlled, directly or indirectly,
by the ultimate parent company of a party.

1.2. Control as per (i) to (iii) is defined as owning more than fifty
percent of the voting stock of a company or having otherwise
the power to govern the financial and the operating policies or
to appoint the management of an organisation.

“Medical Devices Legislation” means the UK Medical Devices
Regulations 2002 (“UK MDR”) and any UK legislation
subsequently enacted which amends, substitutes or replaces
the UK MDR, the EU Medical Devices Regulation 2017/745(“EU MDR”), the EU In Vitro Medical Devices Regulation
2017/746 (“EU IVDR”), and any national legislation
implementing the EU MDR and EU IVDR, as applicable;

1.3. With respect to Roche the term “Affiliate” shall not include
Chugai Pharmaceutical Co. Ltd., 1-1, Nihonbashi-Muromachi
2-chome, Chuo-ku Tokyo, 103-8324, Japan (“Chugai”) unlessRoche opts for the inclusion of Chugai by giving written noticeto the Seller;“Business Day” means a day other than a Saturday, Sunday or
public holiday when banks in London are open for business;“Personal Data” shall have the meaning given to it in theapplicable Data Protection Legislation and shall include Special
Categories of Personal Data;“Buyer” means Roche Diagnostics Limited, a company
registered in England and Wales with company number
00571546 whose registered office is at Roche House, Charles
Avenue, Burgess Hill, West Sussex RH15 9RY and its Affiliates(as applicable);“Personal Data Breach” means a breach of security leading to
the accidental or unlawful destruction, loss, alteration,
unauthorised disclosure of, or access to, Personal Datatransmitted, stored or otherwise processed;“Contract” means any contract, incorporating these General
Terms and Conditions of Purchase, each Purchase Order andall other terms expressly agreed in writing between the parties,
between the Buyer and the Seller for the purchase of Goods
and/or Services;“Price” means the price set out in the Contract and/or in a
Purchase Order or, if no price is quoted, the price agreed
between the parties in writing;“Product Information” means the information that is suppliedwith the Goods, including the product labelling, technicalspecifications, Instructions for Use (“IFU”) and sales andpackaging materials;“Data Protection Legislation” means:(i) the UK General Data Protection Regulation (“UK GDPR”);(ii) the UK Data Protection Act 2018 (“DPA”);(iii) the Privacy and Electronic Communications (EC Directive)
Regulations 2003 (“PECR”);(iv) any successor legislation to the UK GDPR, the DPA or
PECR;(v) the EU Data Protection Regulation 2016/679 (“EU GDPR”)
and“Purchase Order” means any purchase order sent by the Buyer
to the Seller in accordance with Condition 2 of these General
Terms & Conditions of Purchase;“Seller” means the company, firm or person from whom the
Buyer orders the Goods and/or Services;“Services” means the services including any deliverables which
the Seller agrees to supply to the Buyer (including any of themor any part of them) under a Contract;(vi) any national implementing laws, regulations and secondary
legislation relating to data protection as amended or updated
from time to time, in the UK and in the Republic of Ireland.

“Special Categories of Personal Data” means Personal Data
revealing racial or ethnic origin, political opinions, religious orphilosophical beliefs, or trade union membership, and theprocessing of genetic data, biometric data for the purpose of
uniquely identifying a natural person, data concerning health ordata concerning a natural person’s sex life or sexual orientation.
“Genetic data”, “biometric data” and “data concerning
health” shall have the meanings given to them in the UK GDPR
and EU GDPR; and“Force Majeure Event” means any cause preventing either
party from performing any or all of its obligations which arises
from or is attributable to acts, events, omissions or accidents
beyond the reasonable contemplation and control of the party
so prevented;“General Terms & Conditions of Purchase” means these
conditions of purchase (as may be amended from time to timein accordance with Condition 28.3) together with each Purchase
Order and all documents and terms expressly incorporated
here;“Goods” means the goods (including any of them or any part(s)of them) supplied by the Seller to the Buyer under a Contract;“Specification” means the Buyer’s specifications or stipulations
for the Goods and/or Services notified in writing to the Seller
including any description of the nature of the Services and/or
the appearance and function of the Goods and any performance
criteria which the Goods and/or Services are required to fulfil.

“Mandatory Policies” means the following policies of the Buyer
as updated from time to time:“Territory” means the United Kingdom (“UK”) and the European
Economic Area (“EEA”).

●

Roche
Supplier
Codeof
Conduct(https://assets.cwp.roche.com/f/126832/x/4ef0fb631f/roche-supplier-coc-2019-en-dec-2019.pdf●

Roche Policy on Safety, Security, Health andEnvironmental
Protection(https://assets.cwp.roche.com/f/126832/x/8193717c99/she-policy.pdf);●

Roche Branding Guidelines (http://brand.roche.com);●

The Association of British Health Tech Industries Code of
EthicalBusiness
Practice(available
here:

1.4.

1

In these General Terms & Conditions of Purchase:a)references to the singular include the plural;b)references to one gender shall include the others;c)references to any statute or statutory provision shall,unless the context requires otherwise, be construed asa reference to that statute or statutory provision as fromtime to time amended, consolidated, modified,extended, re-enacted or replaced;d)headings are for convenience only and shall not affectthe interpretation or construction of these General
Terms and Conditions of Purchase;

3.1.

The Seller shall ensure that the Goods are properly packed andsecured in such manner as to enable them to reach theirdestination in good condition.

e)a reference to writing or written includes any mode ofrepresentation or reproducing words in visible form thatis capable of reproduction in hard copy, including email;

3.2.

f)

an obligation not to do something includes an obligation
not to allow that thing to be done; andThe Goods will be delivered to the Buyer’s place of business orto the address stated in the Purchase Order. The Services will
be performed at the Buyer’s place of business or at the addressstated in the Purchase Order.

3.3.

g)

any words following the terms “including”, “include”, “inparticular”, “for example” or any similar expression shallbe construed as illustrative and shall not limit the senseof the words, description, definition, phrase or term
preceding those terms.

The Goods and/or the Services will be delivered and/or
performed during the Buyer’s normal office hours on the date orwithin the period specified in the Purchase Order or otherwise
in writing by the Buyer.

3.4.

Time for delivery of the Goods and/or performance of theServices will be of the essence.

2.

Formation, Commencement and Term

3.5.

2.1.

Subject to any variation under Condition 28.3, the provisions ofCondition 2.5 or as otherwise expressly agreed in writing
between the parties in the Contract, every Purchase Order andevery Contract under which a Purchase Order is issued by the
Buyer shall incorporate these General Terms & Conditions ofPurchase to the exclusion of all other terms and conditions,
including any terms or conditions which the Seller purports toapply under any acknowledgement or confirmation of order,
quotation, specification, delivery note, invoice or similar
document, whether or not such document is referred to in theContract.

If the Goods are not delivered or the Services are not performed
and/or completed on such date or within such period as statedin the Purchase Order, the Buyer will be entitled, without
prejudice to any of its other rights under the Contract, includingthese General Terms and Conditions of Purchase, to terminate
the Contract immediately by giving written notice to the Seller.

3.6.

Without prejudice to the Buyer’s other rights under the Contract,
the Buyer is not obliged to accept quantities of the Goods whichvary from those specified in the Specification and/or Purchase
Order.

3.7.

The Seller shall not deliver the Goods in instalments without the
Buyer’s prior written consent. Where it is agreed that Goods
may be delivered in instalments then they may be invoiced andpaid for separately. Any failure by the Seller to deliver any one
instalment on time or at all or any defect in an instalment shallentitle the Buyer to the remedies set out in the Contract.

4.

Importation and Export Control

4.1.

If the Goods are being imported to the Buyer from outside theUnited Kingdom and the Republic of Ireland the provisions of
this Condition 4.1 shall apply notwithstanding any otherprovision of the Contract:

2.2.

Each Purchase Order for Goods and/or Services will be
accepted by the Seller on these General Terms & Conditions ofPurchase, which cannot be varied, suspended or amended
except in accordance with Condition 28.3.

2.3.

The Purchase Order shall constitute an offer to purchase theGoods and/or Services subject to these General Terms andConditions of Purchase (the “Offer”), which shall be deemed tobe accepted on the earlier of the Seller giving written notice of
acceptance of the Offer or any act by the Seller consistent withfulfilling the Purchase Order.

2.4.

2.5.

The Contract shall commence on the date specified in thePurchase Order and continue until:a)in the case of Goods, completion of delivery of theGoods in accordance with the Contract; andb)in the case of Services, for the term specified in thePurchase Order. If no term is specified then it willcontinue until the Services have been provided to the
Buyer’s full satisfaction; orc)such other date as is agreed between the parties fromtime to time; ord)

the date on which it is terminated early in accordancewith its terms.

Notwithstanding the foregoing, if the Buyer and the Seller haveexecuted a formal written agreement which is in full force andeffect, unless otherwise agreed in writing between the parties,
the terms and conditions of that agreement will prevail over any
General Terms & Conditions of Purchase to the extent theGeneral Terms & Conditions of Purchase are inconsistent withthat agreement.

2.6.

Purchase Orders may be placed by the Buyer by telephone andwill be on these General Terms & Conditions of Purchase but
shall only be valid if subsequently confirmed by the Buyer via
provision of a valid Purchase Order. All Purchase Orders andwritten confirmations must carry the Buyer's official Purchase
Order number in order to be valid.

2.7.

The Seller should not supply Goods and/or Services to the
Buyer before the Seller has received a valid Purchase Order(stating the Purchase Order number) from the Buyer.

2.8.

The Seller acknowledges and agrees that, save as otherwise
agreed in writing between the parties, the Contract does notconfer upon it any exclusivity and the Buyer shall be entitled to
procure some or all of the Goods or Services from a third party,
or manufacture the Goods or perform the Services itself, at any
time.

3.

Packaging and Delivery

2a)Unless the context otherwise requires, any term or
expression which is defined in or given a particularmeaning by the provisions of Incoterms 2022
shallhave the same meaning for the purposes of theContract. In the event of conflict between Incoterms
2022
and the Contract, the Contract shall prevail.

b)

Unless stated otherwise in the Contract any Goods
being imported to the Buyer shall be delivered “Delivery
Duty Paid” (“DDP”) to the Buyer.

4.2.

The Parties agree that all Goods, including software andtechnology, delivered under the Contract may be subject toforeign trade controls. The Seller shall strictly comply with allapplicable national and internationallaws and regulations forthe control of import, export or re-export, transfer, brokering andtransit. Prior to any transfer of Goods, the Seller shall guaranteethat all necessary import and/or export licences
are obtained
as may be required throughout the duration of the Contract.

4.3.

The Seller shall inform the Buyer about the respective numberof the Goods according to the EU Dual-Use Regulation and to
the extent that it was retained in UK law under the European
Union (Withdrawal) Act 2018, the Commerce Control List(“CCL”) of the U.S. Department of Commerce and/or the U.S.
Munitions List (“USML”) of the U.S. Department of State. The
Seller shall provide technical specifications of the Goods toenable the Buyer to classify the Goods according to the relevant
foreign trade control and customs regulations.

4.4.

The Seller shall declare the origin of Goods under customs law
pursuant to the export and customs regulations applicable ineach case, for example, by issuing the declaration on its invoice
or by means of a certificate of origin or a long-term declaration(“IHK”). The Seller shall promptly notify the Buyer in writing of
any change of origin. Where the Goods fall within the scope ofa convention for the granting of tariff preferences, the Seller
shall be obliged to issue a written declaration pursuant to therelevant free trade agreement, for example a long-term supplierdeclaration or, in individual cases, a declaration of origin on theinvoice.

4.5.

If, in relation to the import or export of Goods, additional official
documents are required for the designated use of the Goods,

the Seller shall promptly procure (if applicable) and provide
these documents to the Buyer.
4.6.

Any costs incurred from the obligations in this Condition 4 shallbe borne by the Seller.

4.7.

Seller declarations of all kind and specifications for aclassification of the Goods are to be sent to the following
address: Roche Diagnostics Limited, Charles Avenue, Burgess
Hill, West Sussex, RH15 9RY, United Kingdom, attn. Head ofProcurement.

4.8.

The Seller shall be liable for any losses, liabilities, damage
and/or expenses (in particular punitive tariffs, legal costs, etc.),
which the Buyer and/or its Affiliates incurs from incomplete
and/or inaccurate information in connection with the obligationsof the Seller under this Condition 4 (an “Export Control
Breach”) and shall fully indemnify the Buyer and its Affiliatesfrom and against all losses, liabilities, damages and expenses
incurred or paid by them in connection with any Export Control
Breach.

5.

Seller General Obligations

5.1.

In consideration of the payment of the Price by the Buyer, theSeller shall:a)b)

The Buyer will not be deemed to have accepted the Goods until
a reasonable period after the date of delivery of the Goods orafter any latent defect would have become apparent. For the
avoidance of doubt no inspection or testing by the Buyer
whether before or after delivery of the Goods nor the signing ofany delivery note or other document acknowledging physicalreceipt of any Goods shall be deemed to constitute acceptanceor approval of the Goods nor be deemed a waiver of the Buyer’s
rights either to cancel or to return all or any part of the Goods
where the Goods are found to be defective or not in accordancewith the Contract. Payment for the Goods shall not be deemed
evidence of acceptance.

6.2.

The Seller acknowledges that precise conformity of the Goods
and Services with the Contract is of the essence of the Contract
and the Buyer will be entitled to reject the Goods or terminate
the Contract under Condition 25 if the Goods or Services are
not in conformance with the Contract. Any breach of thiscondition is deemed to be a material breach.

6.3.

The Buyer shall be entitled to reject Goods that do not comply
in all respects with the Contract and shall upon rejection return
such Goods to the Seller at the risk and expense of the Seller.
Upon notification of rejection, the Seller, at the Buyer’s sole
option, shall either:

provide the Goods and/or Services under the Contract
to the Buyer in full compliance with:i.

these General Terms and Conditions ofPurchase and any applicable Purchase Order;ii.

all applicable laws and regulations, including
but not limited to the Medical Devices
Legislation;iii.

all key performance indicators (“KPIs”) agreed
between the Buyer and the Seller in writing fromtime to time; andiv.

the Mandatory Policies applicable to the Goods
and/or Services;a)at its sole cost and expense deliver to the Buyer Goods
complying in all respects with the Contract insubstitution for those rejected Goods; orb)credit the Buyer in full for the invoice value of therejected Goods.

6.4.

The Seller shall promptly keep the Buyer informed of any matterof which it is or reasonably should be aware of in relation to thestorage, transportation, handling, assembly or use of the Goodsby the Buyer (including any legislation or advice from
responsible or professional or legal bodies in respect of e.g. raw
materials used in the manufacture of the Goods) and the actions
the Seller has taken or proposes to take and those that the
Buyer should take in relation to such matters.

hold and continue to hold all necessary licences,permits, authorisations and approvals required to
conduct its business and provide the Goods and/or
Services under the Contract;

7.

Title and Risk

7.1.

c)

provide the Goods and/or Services in accordance with
the Buyer’s reasonable instructions;

Risk in the Goods shall pass to the Buyer when the Goods aredelivered in accordance with the Contract.

7.2.

d)

observe all health and safety rules and regulations,
including those set out in the Mandatory Policies, andother reasonable security requirements that apply at
any of the Buyer’s premises or such other premises as
the Goods are delivered and/or the Services performed;

Title to the Goods shall pass to the Buyer on the earlier of thedate of (i) payment for the Goods by the Buyer in full; or (ii)delivery of the Goods to the Buyer, in each case in accordancewith the Contract, and without prejudice to any right of rejection
which the Buyer may have under the Contract or by law.

e)

not do or omit to do anything which may cause theBuyer to lose any licence, authority, consent or
permission on which it relies for the purposes ofconducting its business;f)update the Buyer (either in writing or by telephone) ona regular basis and at such intervals as reasonably
required by the Buyer in relation to the progress of its
compliance with its obligations under the Contract thedelivery of the Goods and/or the provision of theServices (as applicable);g)

notify the Buyer of any anticipated delays to theprovision of the Goods and/or Services as soon asreasonably practicable and in any event with 24 hours
of becoming aware of any anticipated or actual delay;

h)

6.

6.1.

provide the Buyer with all information, data anddocumentation required for the safe handling and useof the Goods, and to secure any registrations, licences,authorisations or approvals that the Buyer may berequired to obtain and/or retain by law;i)

provide the Buyer with any updated versions of the
Product Information and other relevant documentation
when available; andj)notify the Buyer without delay of any actual or potential
nonconformities, incidents, complaints or reports issued
by the Buyer or the relevant regulatory authorities
relating to the Goods.

Acceptance3

8.

Price and Payment

8.1.

The Price for the Goods and/or the Services stated in theContract and/or in the Purchase Order will not be increased
without the consent of the Buyer and shall be inclusive of all
expenses and costs including packing and carriage, of any
duties, taxes, tariffs, labelling, insurance costs and all othercosts or other impositions chargeable or leviable on the Goods
and/or Services and of any other sums whatsoever payable toany person in respect of the Goods and/or Services incurred by
the Seller in relation to the Goods and/or Services and theirdelivery unless otherwise agreed in the Contract and/or
Purchase Order. No extra charges shall be effective unlessagreed in writing and signed by the Buyer and all costs andexpenses shall be charged to the Buyer at cost.

8.2.

The Seller will only invoice the Buyer on or after delivery of theGoods and/or on completion of the performance of the Services
or at such other times as agreed in writing between the parties.

8.3.

Each invoice shall include all such supporting information asreasonably required by the Buyer.

8.4.

If any sums are due to the Buyer from the Seller, then the Buyer
shall be entitled to exercise the right to set-off such sums
against any payments due to the Seller from the Buyer, whether
such liability is present or future, liquidated or unliquidated orunder or in relation to this or any other Contract. The Seller shallnot be entitled to apply any amounts due to the Buyer under theContract in or towards payment of any sum owing by the Buyer
to the Seller in relation to any matter whatsoever.

8.5.

Any money paid by the Buyer to the Seller in respect of any
Goods rejected under the Contract, together with any additional

expenditure over and above the Price specified in the Purchase
Order reasonably incurred by the Buyer in obtaining othergoods in replacement of any rejected Goods, will be paid by the
Seller to the Buyer within seven (7) days of the date of theBuyer’s notice demanding the same or, at the Buyer’s sole
option, shall be deducted from the money still to be paid by the
Buyer to the Seller in relation to such Goods.
8.6.

8.7.

8.8.

8.9.

(whether such purpose is implied or expressly stated in
the Contract);

All sums payable under the Contract shall be inclusive of Value
Added Tax (“VAT”) (and any other similar or equivalent taxes,
duties, fees and levies imposed from time to time by any
government or other authority). Where it is agreed that VAT
shall be paid by the Buyer, the Seller shall show as a separate
item in its invoice the amount of such VAT in GBP, including any
exchange rate used, where applicable.
All Purchase Orders and invoices prepared pursuant to theContract are to be expressed in GBP, unless specificallydesignated otherwise in the Purchase Order. To the extent
permitted by law and unless agreed otherwise in writing
between the parties, payment is due 60 days after receipt by the
Buyer of a valid invoice from the Seller.
All invoices must quote the Buyer’s Purchase Order number,the Seller’s VAT number (if charged) and must be sent either by
post to Accounts Payable, Roche Diagnostics Limited, Charles
Avenue, Burgess Hill, West Sussex, RH15 9RY, United
Kingdom
or
by
email
to
burgesshill.accountspayable@roche.com (or as notified to the Seller from time totime). The Buyer will be entitled to reject and return to the Seller
invoices which are sent to a different address and/or which do
not bear the Buyer’s official Purchase Order number and/or do
not contain a valid VAT number (if charged). Rejected invoices
shall not be valid invoices for the purposes of Condition 8.7.

9.2.

8.11. Payment of invoices shall not constitute acceptance of or bedeemed acceptance of off-specification, unsuitable, deficient, or
non-conforming Goods and/or Services and nor shall it beconstrued as a waiver of any of the Buyer’s rights or remedies
under the Contract.
8.12. Notwithstanding any purported contrary appropriation by the
Seller, the Buyer will be entitled, by giving written notice to theSeller, to appropriate any payment by the Buyer to any invoice
issued by the Seller.
9.1.

The Seller undertakes, represents and warrants to the Buyer
that any Goods (including raw materials used in manufacturing
the Goods) and the Services will:a)b)conform in all respects as to quantity, quality, safety,
instruction of the Buyer, or sample provided to the
Buyer, and description, with all particulars stated in thePurchase Order, the Specification and all relevant UK
and EU statutes, directives, laws and regulations inforce from time to time;
be free from defect in design, material andworkmanship and remain so for at least 12 months after
delivery of the Goods or provision of the Services to the
Buyer;c)be accompanied with accurate, complete andcomprehensible instructions for the treatment,
assembly, use and/or storage of the Goods or Service
deliverables (as applicable);d)be of satisfactory quality, free from defects in materials
and workmanship and fit for their intended purposef)be performed by an adequate number of appropriately
qualified, trained and experienced personnel with a highstandard of skill, care and diligence and in accordancewith the Contract;g)

be performed with the highest level of care, skill anddiligence in accordance with industry best practice;h)if they are manufactured to any design, pattern, drawing
or any other form of intellectual property right owned by
the Buyer, are supplied exclusively to the Buyer;i)on delivery are accompanied by a delivery note and areaccurately marked and labelled to enable the Buyer to
identify the Goods; andj)comply in every respect with all applicable medical
devices legislation and regulations relating to their
manufacture, treatment, processing and packaging
where the Goods are intended for use as medical
devices or components for medical devices.

The Seller will use its best endeavours to transfer or assign to
the Buyer or otherwise obtain for the benefit of the Buyer any
guarantee, warranty or other confirmation of quality, title orfitness for purpose given by any manufacturer of the Goods inrespect of the Goods (or part thereof) to the extent that the sameis capable of such transfer or assignment to the Buyer orotherwise providing such benefit for the Buyer.

10.1. Without prejudice to any other rights or remedies of the Buyer(whether express or implied) where there is any breach of theSeller’s warranty in Condition 9.1 or if any Seller obligation,
warranty or requirement imposed by, given or stated in theContract is not complied with, or the Goods or any instalment of
the Goods are not delivered at the specified time or the Goods
delivered are damaged, the Buyer shall be entitled at its sole
discretion without liability to the Seller (arising out of suchaction) to take one or more of the following actions:8.10. In the event of any late or non-payment of an undisputed
invoice, the Seller shall be entitled to charge the Buyer interestat the rate of 1% per annum above the Bank of England baserate from the due date until the date of payment (whether before
or after judgement) such interest to accrue until such time aspayment is received by the Seller.

Warranty

be free from design and other inherent defects (save tothe extent that the Goods have been supplied inaccordance with designs of the Buyer);

10. Remedies

In the event that the Buyer wishes to dispute any part of an
invoice, the Buyer must notify the Seller within twenty (20) daysof receipt of the invoice explaining the reason for the dispute,and the amount disputed. If the Seller is not notified of adisputed invoice within this time frame, the invoice will bedeemed undisputed and will be due and payable in accordancewith this Condition 8.

9.

e)

4

a)

terminate the Contract under Condition 25.1;b)reject the relevant Goods (in whole or in part) and any
Goods already delivered which cannot be effectively
and commercially used by reason of the non delivery of
any undelivered Goods;c)refuse to accept any subsequent delivery of the Goods
and/or performance of the Services which the Seller
attempts to make;d)recover from the Seller any costs reasonably incurredby the Buyer in obtaining substitute Goods and/or
Services from another seller;e)require the Seller at its sole cost and expense to
replace, repair the Goods or carry out such work as isnecessary within fourteen (14) days so that any
repaired or replaced Goods conform to the Contract,
Purchase Order and/or Specification;f)require the Seller at its sole cost and expense to reperform the Services in accordance with the Contract,
Purchase Order and/or Specification within seven (7)
days;

g)

where the Buyer has paid in advance for Goods and/or
Services that have not been provided by the Seller, tohave such sums refunded by the Seller;h)treat this Contract as discharged by the Seller’s breachand:i.

delay payment of the Price for the Goods and/or
Services until the requirements of this Contract,
Purchase Order and/or any Specification are
entirely fulfilled;ii.

refuse to make payment of the Price for theGoods and/or Services; or

iii.

i)

require the repayment of any part of the Pricefor the Goods and/or Services which the Buyer
has paid whether or not the Buyer has
previously required the Seller to repair theGoods, supply any replacement Goods or reperform the Services; and/or

any Goods or any other products into which the Goods
have been incorporated and sold by the Buyer,in each case whether identification is by the Buyer, its buyers or
any third party of any defect in the relevant Goods or any error
or omission in the Product Information
or assembly (whether
or not that defect, error or omission represents a breach of thewarranty in Condition 9.1 above or any other General Conditionof Purchase) which the Buyer reasonably concludes affects or
may affect any of the Goods supplied in a manner which causes
or may cause any risk of death, injury or damage to property.

claim damages for any additional costs, loss or
expenses incurred by the Buyer which are in any way
attributable to the Seller’s breach of the Contract.

10.2. If the Buyer claims that a Purchase Order has not been fulfilled
or has been incorrectly fulfilled the Seller shall be deemed toaccept the validity of the claim unless it serves written notice on
the Buyer disputing the said claim and stating the reasons for
its dispute within seven (7) days of the date of the said claim.

13.1. All contract work on site is subject to Roche Safety Regulations
for Contractors, a copy of which will be made available to theSeller on request.

10.3. If the Buyer exercises any right under this Condition 10 the
Buyer may at its absolute discretion require the Seller to collect
the relevant Goods forthwith or (at the Buyer’s sole option)
return the Goods to the Seller at the Seller’s cost. If the Seller
fails to collect the Goods under this Condition 10.3 within any
reasonable timescale specified by the Buyer in writing (the“Long-stop Date”) then:

13.2. Where Goods are delivered and/or Services are performed at athird party’s premises, the Seller will, and will ensure that all
Seller Affiliates, employees, subcontractors, permitted assigns,
agents or any other persons who perform any obligations under
the Contract will, comply with all rules, policies and proceduresthat they are advised, or ought reasonably to have known, areapplicable at the premises.

a)

if not already passed, title in the Goods shallimmediately pass to the Buyer on the Long-stop Date;andb)

the Buyer shall be entitled to deal with the Goods in any
way at its sole discretion without liability to the Seller.

13. Contractors on Site

13.3. It is the responsibility of the Seller to provide its employees withany personal protective equipment necessary to meet the
Buyer’s requirements and statutory requirements.
14. Records and Audit
14.1. The Seller will maintain:

10.4. These General Terms and Conditions of Purchase shall extend
to all substituted or remedial Goods and/or Services.

a)financial records according to generally accepted
accounting principles to support its invoices to the
Buyer;b)

proof of required licences, certifications and permits;andc)all other relevant records in relation to the provision of
the Goods and/or Services,

11. Inspection and Testing
11.1. The Seller shall before delivery ensure, whether by inspection
or testing or otherwise, that the Goods and Services comply with
the Contract.
11.2. Notwithstanding any such inspection or testing obligation of theSeller, the Buyer may at any reasonable time during theperformance of the Contract enter upon the premises of theSeller for the purpose of inspecting and testing the Goods andany materials used in manufacturing the Goods (if applicable).
The Seller will not unreasonably refuse any request by the
Buyer to carry out such inspection and testing and will provide
the Buyer with all facilities reasonably required.

(together, the “Records”).
14.2. The Seller agrees to:

11.3. If as the result of such inspection or testing the Buyer is notsatisfied that the Goods will comply in all respects with theContract and the Buyer so informs the Seller within thirty (30)days of inspection or testing, the Seller will take all steps
necessary to ensure compliance. Without prejudice to any otherrights of the Buyer under the Contract, any failure of thisobligation by the Seller will be deemed to be a material breachentitling the Buyer to terminate the Contract under Condition 25.
11.4. Notwithstanding any such inspection or testing, the Seller willremain fully responsible for the Goods and any such inspection
or testing will not diminish or otherwise affect the Seller’s
obligations under the Contract.

a)retain the Records for 7 years following the expiry or
termination of the Contract, or such other time as is
specified by Roche in order to comply with any law,regulation or existing commercial arrangement;b)upon the Buyer’s reasonable request, provide the Buyer
with a copy of the Records and permit the Buyer toreproduce the Records and retain the duplicate copies;c)allow the Buyer and/or its authorised representatives(including its professional advisors) on giving at least
one month’s notice to inspect the Records and audit the
Seller’s compliance with the terms of the Contract at the
Seller’s premises during normal business hours (an“Audit”); andd)undertake all corrective action reasonably requested by
the Buyer and/or its authorised representatives
following an Audit as soon as reasonably practicablefollowing receipt of any corrective action request.

12. Product Recall
12.1. The Seller shall immediately notify the Buyer in writing providing
all relevant details if it discovers that there is:a)any defect in the Goods which have been delivered to
the Buyer at any time; orb)any error or omission in the Product Information
and/or assembly of the Goods;

15. Indemnity
15.1. The Seller acknowledges that the Buyer places particularreliance upon the Contract and in addition to any other remedy
available to the Buyer, the Seller irrevocably and unconditionallyindemnifies and holds harmless the Buyer, its employees, subcontractors, permitted assigns and agents in full and on demand
and keeps them so indemnified from and against: (i) all third
party claims, demands, actions, proceedings; and (ii) all direct,
indirect and consequential loss, damage, liability (including
without limitation liability for death or personal injury attributable
to the Goods) settlement amounts, costs and expenses
whatsoever (including without limitation legal fees on anindemnity basis and other professional advisers’ fees, economic
loss, loss of profit, future revenue, reputation, goodwill,
anticipated savings and costs) made against or incurred or
suffered by any of them (together, “Losses”) whether wholly orin part resulting directly or indirectly from or arising out of or
resulting from:(whether or not any such defect, error or omission represents a
breach of the warranty in Condition 9.1 or any other Condition)
which causes or may cause any risk of death, injury or damage
to property.
12.2. The Buyer may at its discretion and at the Seller’s cost:a)recall any Goods or any other products into which theGoods have been incorporated and sold by the Buyer
to its buyers (whether for a refund, credit or replacement
which shall in each case be undertaken by the Seller at
the Buyer’s option); and/orb)

issue any notification whether in writing or otherwise to
any third party about the manner or use or operation ofa)5

the use and/or sale of the Goods or of any productincorporating the Goods;

b)performance of the Services;c)the Seller’s breach of Condition 18, including any actualor alleged infringement of a third party’s intellectual
property rights in the UK, the Republic of Ireland or
elsewhere;d)any breach of the warranties given by the Seller under
the Contract, including those set out in Condition 9;e)any breach of the Data Protection Legislationf)

the Seller’s breach or negligent performance of theContract,

utilised in any way in provision of the Goods and/or
Services;d)assigns to the Buyer, with full title guarantee and freefrom all third party rights, all intellectual property rights
in the products of the Services;e)shall obtain waivers of all moral rights in the products of
the Services to which any individual is now or may beat any future time entitled under Chapter IV of Part I of
the UK Copyright Designs and Patents Act 1988 and/or
the Irish Patents Act 1992 and the Irish Copyright andRelated Rights Act 2000, or any similar provisions of
law in any jurisdiction; andf)shall, promptly at the Buyer's request, do (or procure to
be done) all such further acts and things and theexecution of all such other documents as the Buyer mayfrom time to time require for the purpose of securing for
the Buyer the full benefit of the Contract, including allright, title and interest in and to the intellectual property
rights assigned to the Buyer in accordance with
Condition 18.1(d).

; and/or

except where such Losses are due to the negligence of theBuyer, its employees, sub-contractors, permitted assigns oragents.
15.2. The Seller shall provide all facilities, assistance and advice
required by the Buyer or its insurers for the purpose ofcontesting or dealing with any action, claim or matter arising outof the Seller’s performance, or purported performance of, or
failure to perform, the Contract.
15.3. The provisions of Condition 17.2 shall not apply to the indemnity
set out in Condition 15.1 above.

19. Confidentiality

16. Insurance

19.1. It is a condition of the purchase of the Goods and/or Services
that the Seller shall not, without the prior written consent of theBuyer, issue or publish any statement in writing indicating that
the Seller has supplied Goods and/or Services to the Buyer oris a supplier to the Buyer, whether regularly or intermittently orotherwise of the Goods and/or Services or any other goods
and/or services nor make any public announcement whatsoever
in relation to the existence of the Contract or the Seller’s
relationship with the Buyer.

16.1. The Seller shall at its own cost effect and keep in place with
reputable insurers such insurance policies as are appropriate
and adequate having regard to its obligations and liabilities
under the Contract.
16.2. The Seller shall on the written request of the Buyer from time totime provide the Buyer with reasonable details of the insurance
maintained in force in accordance with this Condition, and, on
the renewal of each policy, the Seller shall send a copy of thepremium receipt to the Buyer when requested to do so in writingby the Buyer.

19.2. The Seller shall, to the extent permissible under its existing
contractual arrangements, disclose to the Buyer sufficient detail
relating to those of its customers who would reasonably beconsidered direct or indirect competitors of the Buyer(“Competitors”) to enable the Buyer to identify such
Competitors. The Seller shall do all such things reasonably
required by the Buyer, including entering into confidentiality
agreements, to protect the Buyer’s legitimate commercial
interests in relation to its Competitors.

16.3. The Seller shall do nothing to invalidate any of the policies
maintained in force in accordance with this Condition.
17. Limitation of Liability
17.1. Subject to Condition 17.3, the Buyer’s total liability whether incontract, tort (including negligence), breach of statutory duty orotherwise, arising out of or in connection with the Contract shallbe limited to the Price paid or payable by the Buyer under the
Purchase Order.

19.3. A party (“Receiving Party”) shall keep in strict confidence (i) all
technical or commercial know-how, specifications, inventions,processes or initiatives which are of a confidential nature andhave been disclosed to the Receiving Party by the other party(“Disclosing Party”), its Affiliates, employees, subcontractors,
permitted assigns or agents, (ii) any other confidential
information concerning the Disclosing Party’s business, its
products and services which the Receiving Party may obtain aspart of the Contract, (iii) any information that is marked or has
been otherwise indicated to be confidential and (iv) all
information in whatever form which would be regarded asconfidential by a reasonable business person (together, the“Confidential Information”).

17.2. Subject to Condition 15.3, neither the Buyer nor the Seller shallhave any liability to the other, whether in contract, tort (including
negligence), breach of statutory duty or otherwise for any
indirect or consequential loss or any loss of profits (whether
direct or indirect, actual or anticipated) arising under or inconnection with the Contract.
17.3. Nothing in the Contract shall limit or exclude any party’s liability
for:a)death or personal injury caused by a party’s negligenceor the negligence of its personnel or subcontractors; orb)fraud or fraudulent misrepresentation.

19.4. The Disclosing Party warrants that it has the full andunconditional right to disclose the Confidential Information to
the Receiving Party

18. Intellectual Property
18.1. The Seller:
a)

b)

c)

19.5. The Receiving Party shall:

warrants that it has full, clear and unencumbered title to
the Goods and any deliverables to be provided under
the Services, and has full and unrestricted rights to sell
and transfer the Goods and/or the deliverables to the
Buyer;
confirms that, to the extent that the Goods and/or
Services and any deliverables are manufactured to or
performed in accordance with or otherwise incorporate
any design, pattern, drawing or other form of intellectual
property right owned by the Buyer, the exclusive rights
in copyright or any other intellectual property rights
subsisting in the Goods and/or Services shall belong to
the Buyer and that neither the Seller nor any of its
Affiliates, employees, subcontractors, permitted
assigns or agents shall have or shall assert any rights
in relation to such intellectual property rights;

a)only use the Confidential Information to discharge its
obligations under the Contract;b)

disclose the Confidential Information only to those of its
Affiliates, employees, subcontractors, permitted
assigns or agents who need to know it for the purposeof discharging the Receiving Party’s obligations under
the Contract; andc)ensure that all Affiliates, employees, subcontractors,
permitted assigns or agents who receive Confidential
Information under Condition 19.5(b) comply with the
obligations of confidentiality set out in Condition 19 asif they were a party to the Contract.

19.6. The obligations of confidentiality in this Condition 19 shall notextend to any information which the Receiving Party candemonstrate:shall, at its own expense, ensure that all requisite
approvals have been obtained from any third party
intellectual property right owners whose materials area)6

is publicly available or becomes publicly available
through no act or omission of the Receiving Party;b)

was independently disclosed to the Receiving Party bya third party entitled to disclose the same;c)is required to be disclosed by the Receiving Party under
any applicable law, or by order of a court or
governmental body or authority of competentjurisdiction.

d)19.7. Upon termination or expiration of the Contract for any reason,
unless otherwise agreed in writing between the parties, theReceiving Party shall cease all use and make no further use of
the Confidential Information and shall upon receipt of a written
request from the Disclosing Party and at the Receiving Party’s
sole cost and expense promptly deliver up to the Disclosing
Party or destroy (at the Disclosing Party’s sole option) all
Confidential Information, including any documents, materials
and records in any medium containing or reflecting theConfidential Information. Notwithstanding the obligations set out
in this Condition 19.7, the Receiving Party may retain one copyof the Confidential Information to the extent it is required to do
so to comply with any law or regulation provided always that any
retained Confidential Information is kept always in fullcompliance with the provisions of this Condition 19.

20. Data protection
20.1. Both parties will comply with all applicable requirements of theData Protection Legislation. This Condition 20 is in addition to,and does not relieve, remove or replace, a party's obligations
under the Data Protection Legislation. In this Condition 20,
Controller, Processor, processing and Data Subject shall havethe meanings given to them in the applicable Data Protection
Legislation and process and processed shall be construed
accordingly.
20.2. The parties acknowledge that for the purposes of the Data
Protection Legislation, the Buyer is the Controller and the Seller
is the Processor.
20.3. Buyer employee, customer and/or patient data, including key
personal data and contact data, is processed to enable theSeller to extinguish its obligations under the Contract. The
duration of processing is equal to the term of the Contract.

process that Personal Data only on the written
instructions of the Buyer (including, but not limited to,with regard to the transfer of Personal Data outside the
Territoryor to an international organisation) unless
the Seller is required by the applicable laws of any state
within the Territory
to process Personal Data(“Applicable Data Laws”). Where the Seller is relying
on Applicable Data Laws as the basis for processing
Personal Data, the Seller shall, to the extent legallypermissible, promptly notify the Buyer of this before
performing the processing required by the Applicable
Data Laws;
ensure that all personnel who have access to and/or
process Personal Data are obliged to keep the Personal
Data confidential;

c)ensure that it has in place technical and organisational
measures to protect against any Personal Data Breachappropriate to the harm that might result from the
Personal Data Breach and the nature of the data to beprotected, having regard to the state of technologicaldevelopment and the cost of implementing any
measures (those measures may include, whereappropriate, pseudonymising and encrypting Personal
Data, ensuring confidentiality, integrity, availability andresilience of its systems and services, ensuring thatavailability of and access to Personal Data can berestored in a timely manner after an incident, andregularly assessing and evaluating the effectiveness ofthe technical and organisational measures adopted by
the Seller);the prior specific written consent of the Buyer
has been obtained; andii.

the Third Party Processor is bound by terms
which are substantially similar to those set
out in this Condition 20 under (i) a written
Contract between the Seller and the Third
Party Processor or (ii) Applicable Data Laws.

e)assist the Buyer, by appropriate technical andorganisational measures, in responding to any requestfrom a Data Subject and in ensuring compliance with its
obligations under the Data Protection Legislation withrespect to requests for exercising a Data Subject’s
rights,security,breachnotifications,
impactassessments and consultations with supervisory
authorities or regulators;f)at the written direction of the Buyer, delete or return
Personal Data and copies thereof to the Buyer ontermination of the Contract unless required by
Applicable Data Law to store the Personal Data;g)maintain and make available to the Buyer complete andaccurate records and information to demonstrate its
compliance with this Condition 20 and allow for andcontribute to audits by the Buyer or the Buyer's
designated auditor;h)immediately inform the Buyer if, in the Seller’s opinion,
an instruction infringes any Data Protection Legislation
or Applicable Data Law;i)

not transfer any Personal Data outside of the Territory
unless the prior written consent of the Buyer has beenobtained and the following conditions are fulfilled:

20.4. To the extent that the Seller is required in connection with its
obligations under the Contract to process any Personal Data on
behalf of the Buyer and/or its Affiliates, the Seller will:b)i.

As between the Buyer and the Seller, the Seller shallremain fully liable for all acts or omissions of any Third
Party Processor appointed pursuant to this Condition
20.4(d);19.8. The provisions of this Condition 19 shall survive termination of
the Contract.

a)

not appoint any third party processor of Personal Data
under this Contract (a “Third Party Processor”)
unless:j)i.

the Buyer or the Seller has provided
appropriate safeguards in relation to thetransfer;ii.

the Data Subject has enforceable rights andeffective legal remedies;iii.

the Seller complies with its obligations under
the Data Protection Legislation by providing
an adequate level of protection to any
Personal Data that is transferred; andiv.

the Seller complies with reasonable
instructions notified to it in advance by the
Buyer with respect to the processing of the
Personal Data; andnotify the Buyer without undue delay and in any event
within 24 hours on becoming aware of an actual orsuspected Personal Data Breach by email toburgesshill.dataprivacy@roche.com with sufficientdetail to enable the Buyer to identify the facts relating to
the Personal Data Breach, its effects and the Seller’s
remedial action and in all cases the Seller shall
implement such remedial action as soon as possible
and in any event within 12 hours of becoming aware ofan actual or suspected Personal Data Breach.

20.5. At the Buyer's request, the Seller shall provide the Buyer with acopy of all the Buyer Personal Data held by it in the format andon the media reasonably specified by the Buyer.
20.6. The Seller shall indemnify the Buyer and its Affiliates in full
against all liabilities, costs, expenses, damages or losses(including but not limited to any direct, indirect or consequential
losses, loss of profit, loss of reputation and all interest, penalties
and legal costs (calculated on a full indemnity basis) and allother reasonable professional costs and expenses) suffered or
incurred by the Buyer and/or its Affiliates arising out of or inconnection with any breach by the Seller of its obligations under
this Condition 20. Liability under this indemnity is unlimited.
7

20.7. The Buyer may, at any time on not less than 30 days’ notice,revise this Condition 20 by replacing it with any applicable
controller to processor standard clauses or similar terms
forming part of an applicable certification scheme (which shallapply when replaced by attachment to this Contract).

c)

if it receives any complaint, notice or communication
directly or indirectly relating to the processing of
personal data and/or either party’s obligations under the
Data Protection Legislation);d)of any request or demand for any financial or otheradvantage it receives;e)of any financial or other advantage it gives or intends to
give, whether directly or indirectly, in connection with
the Contract; andf)of any anticipated or actual breach of Condition 20, 21
or 22.

21. Anti-bribery and anti-slavery and human trafficking
21.1. The Seller will, and will procure that any Seller Affiliates,
employees, subcontractors, permitted assigns, agents or any
other persons who perform any obligations under the Contract
will:
a)

fully comply with the anti-bribery and corruption andanti-slavery and human trafficking requirements set out
in the Roche Supplier Code of Conduct; andb)

22.5. Any breach of Condition 20, 21 or 22 will be a material breachof the Contract and will enable the Buyer to terminate theContract on immediate written notice to the Seller.

fully comply with, and not commit any act or omission
which causes or could cause the Seller or the Buyer or
any of its or their Affiliates to breach or commit anoffence under, all laws, statutes, regulations and codesof practice relating to:i.

anti-bribery and/or anti-corruption, including theBribery Act 2010 and the 2010 and the Irish
Criminal Justice (Corruption Offences) Act
2018; orii.

anti-slavery and human trafficking in the UK
and elsewhere, including the Modern Slavery
Act 2015 and the and the Irish Criminal Law(Human Trafficking) Act 2008.

23. Business Continuity
23.1. The Seller shall have in place business continuity and IT
disaster recovery plans (the “Plans”).
23.2. The Plans must be based on the assessment of all reasonably
foreseeable risks and must mitigate these risks sufficiently tomaintain the delivery of Goods and Services (as applicable) tothe Buyer in accordance with the Specification during periods ofserious incident or business disruption.
24. Sub-Contracting and Assignment
24.1. The Contract and the General Terms & Conditions of Purchaseshall be performed by the Seller or by its Affiliates and not by
way of sub-contract to any other company, firm or person
without the prior consent in writing of the Buyer.

22. Compliance22.1. The Seller will, and will procure that any Seller Affiliates,
employees, subcontractors, permitted assigns, agents or any
other persons who perform any obligations under the Contract
will:
a)

b)

24.2. Copies in duplicate of any sub-contract made in accordancewith the Contract, with the omission only of any price statedtherein, shall be delivered to the Buyer and no such subcontract shall in any way limit or otherwise affect the obligationsof the Seller under the Contract.

keep accurate and up to date records showing:i.

all payments made and received and all otheradvantages given and received by it inconnection with the Contract;

24.3. The Seller warrants that its contractual arrangement withpermitted subcontractors shall substantially reflect these
General Terms & Conditions of Purchase.

ii.

all suppliers engaged in connection with theContract; andiii.

the steps it has taken to comply with
Conditions 20, 21 and 22; and24.4. The Seller acknowledges and agrees that it remains fully liable
to the Buyer for any Goods and/or Services supplied by a third
party.
24.5. The Seller will not assign the Contract or any sub-contract madethere under or any of their benefits to any third party without thewritten consent of the Buyer.

have and maintain in place its own policies andprocedures to ensure compliance with Conditions 20,
21 and 22,

25. Termination

and will permit the Buyer or any of its Affiliates or its or theirauthorised representatives to inspect those records, policies
and procedures as required

25.1. Without prejudice to any of its other rights under the Contract,
the Buyer may by notice in writing to the Seller terminate theContract immediately if:

22.2. The Seller warrants that neither it, nor its Affiliates, employees,
subcontractors, permitted assigns or agents, having madereasonable enquiries, has been or is subject to any
investigation, inquiry or enforcement proceedings by any
governmental, administrative or regulatory body regarding any
offence or alleged offence of or in connection witha)the Data Protection Legislationb)bribery or corruption; orc)slavery or human trafficking.

;22.3. The Seller shall ensure that all of its Affiliates, employees,
subcontractors, permitted assigns or agents and any other third
party who might perform services or provide goods inconnection with the Contract do so only on the basis of a written
contract which imposes on and secures from such persons
terms equivalent to those imposed on the Seller in Conditions
20, 21 and 22 (“Relevant Terms”). The Seller shall be
responsible for the observance and performance by such
persons of the Relevant Terms, and shall be directly liable to
the Buyer for any breach by such persons of any of the RelevantTerms.
if any personal data is lost or destroyed or becomesdamaged, corrupted or unusable;b)

if it becomes aware of any unauthorised or unlawfulprocessing of personal data;

the Seller shall commit any breach of the Contract, orb)

the Seller ceases or threatens to cease to carry on
business or permits any judgement against it to remain
unsatisfied for seven (7) days; orc)there is a change in control of the Seller, ord)being a company, an LLP or a partnership the Seller
has a petition presented or a meeting is convened forthe purpose of considering a resolution or other steps
are taken for its winding up (otherwise than for the
purposes of a bona fide amalgamation orreconstruction) or compounds with its creditors, or if theSeller becomes insolvent, or an administrator isappointed to it or a receiver, liquidator or similar officer
is appointed in respect of all or any part of its businessor assets; ore)being an individual the Seller dies, or becomesbankrupt or insolvent, or enters into any arrangementwith creditors or takes or suffers any similar action inconsequence of debts.

25.2. The Seller may by notice in writing to the Buyer terminate theContract immediately if:

22.4. The Seller shall promptly notify the Buyer:
a)

a)

a)

8

the Buyer shall commit any material breach of theContract and (if such a breach is remediable) fails to
remedy that breach within 45 days of being notified inwriting to do so; orb)

the Buyer ceases or threatens to cease to carry on
business or permits any judgement against it to remain
unsatisfied for seven (7) days; orc)the Buyer has a petition presented or a meeting isconvened for the purpose of considering a resolution orother steps are taken for its winding up (otherwise thanfor the purposes of a bona fide amalgamation orreconstruction) or compounds with its creditors, or if theBuyer becomes insolvent, or an administrator isappointed to it or a receiver, liquidator or similar officer
is appointed in respect of all or any part of its businessor assets.

c)

26.3. In the case of an invoice or statement, the document shall bedelivered by hand or posted by first class post or sent by email
to the Buyer's Accounts Department whose details are set out
above at Condition 8.8 and in any other case to the Buyer's
Purchasing Department as indicated on the Purchase Order.
27. Force Majeure27.1. Any party that is subject to a Force Majeure Event shall not be
in breach of the Contract provided that:

25.3. Subject to Conditions 25.2 and 27.3, the Seller may not cancel
the Contract.
25.4. The Buyer is entitled to cancel the Contract in whole or in partat any time and for any reason by giving at least 30 days’ written
notice to the Seller. The Buyer’s sole liability for termination
under this Condition 25.4 will be to pay the Seller for all
reasonably incurred costs directly relating to work-in-progressat the date of termination to the extent that the Seller is unable
to mitigate such costs.

a)it promptly notifies the other party in writing of the natureand extent of the Force Majeure Event causing its
failure or delay in performance; andb)

it could not have avoided the effect of the Force Majeure
Event by taking precautions which, having regard to all
the matters known to it before the Force Majeure Event,it ought reasonably to have taken, but did not; andc)it has used all reasonable endeavours to mitigate theeffect of the Force Majeure Event, including putting inplace the Plans in compliance with Condition 22, tocarry out its obligations under the Contract and toresume the performance of its obligations as soon asreasonably possible.

25.5. The termination of the Contract shall be without prejudice to therights and remedies of either party which may have accrued up
to the date of termination.
25.6. Upon expiry or termination of the Contract for any reason
whatsoever:a)subject to Condition 25.5, the relationship of the parties
shall cease save as (and to the extent) expressly
provided for in this Condition 25.6;b)

any provision which expressly or by implication isintended to come into or remain in force on or aftertermination shall continue in full force and effect; andc)the Seller shall immediately return to the Buyer (or if theBuyer so requests by notice in writing, destroy) all of theBuyer’s property in its possession at the date of
termination including all confidential information,
together with all copies of such confidential informationand shall certify that it has done so, and shall make nofurther use of such confidential information and allplans, drawings, specifications and patterns belonging
to the Buyer.

27.2. During any period of suspension by the Seller of delivery ofGoods or performance of Services in accordance with Condition
27.1 above, the Buyer shall be at liberty to purchase elsewheresuch Goods and/or Services as it reasonably anticipates it may
require and the Buyer may reduce the quantity to be taken
under the Contract by that amount.
27.3. If the suspension prevails for a continuous period of more than
three months, any party may terminate the Contract by giving
fourteen (14) days’ written notice to the other party. On the
expiry of this notice period, the Contract will terminate. Suchtermination shall be without prejudice to the rights of the parties
in respect of any breach of the Contract occurring prior to suchtermination.
28. General
28.1. The Contract constitutes the entire agreement between theparties and supersedes any prior agreement or arrangement inrespect of its subject matter and:25.7. If the Buyer terminates this Contract under Condition 25.1 thenthe Buyer shall be entitled to claim from the Seller:a)the cost of transferring its business to another supplier;b)

repayment of the Buyer’s investment costs in theacquisition of the Goods and/or Services, save for theactual cost of the Goods or Services themselves; andc)any other direct loss incurred by the Buyer arising as aresult of the termination.

by email shall be deemed to have been received at thetime of sending, provided that if it is not sent within
Working Hours it shall be deemed to be received when
Working Hours next commence.

25.8. The parties may, acting reasonably and in good faith in all
circumstances, agree in writing such steps as may bereasonably necessary for the orderly handover of the provisionof Goods and/or Services, such that the provision of Goods
and/or Services can be carried on after expiry or termination of
the Contract with the minimum of interruption andinconvenience to the Buyer.

a)neither party has entered into the Contract in relianceupon, and it will have no remedy in respect of, any
representation or statement (whether made by the otherparty or any other person), which is not expressly set
out in the Contract; andb)nothing in this Condition 28 will be interpreted orconstrued as limiting or excluding the liability of any
person for fraud or fraudulent misrepresentation.

26. Notice

28.2. If any clause or condition of the Contract, including these
General Terms & Conditions of Purchase, is held to be or
becomes void, invalid, unlawful or unenforceable for any reason
whatsoever, the same shall be deemed omitted from theContract and such decision shall not affect the validity or
enforceability of the remaining clauses or conditions of theContract.

26.1. Any notice or other document required to be served on the
Seller shall be delivered by hand or posted by first class post or
sent by email to the business postal address or email addressof the other party’s nominated executive during working hours
on any Business Day.

28.3. No purported alteration or variation of any provision of theContract, including these General Terms & Conditions ofPurchase, shall be effective unless it is in writing, refers
specifically to the Contract and is signed by a duly authorised
representative of each of the parties to the Contract.

26.2. Any notice served in accordance with Condition 26.1:

28.4. No waiver of any right under, or breach of, the Contract,
including these General Terms & Conditions of Purchase, will
operate as a continuing waiver or waiver of any subsequent
breach of that or any other provision. Any waiver of any breachof the Contract shall be in writing.

a)b)by hand shall be deemed to have been received when
delivered, provided that if it is not left at that address
between 9am to 5pm on any Business Day (“Working
Hours”) it shall be deemed to be received when
Working Hours next commence;

28.5. Nothing the Contract is intended to, or shall be deemed to,establish any partnership or joint venture between any of theparties, constitute any party the agent of another party, or
authorise any party to make or enter into any commitments foror on behalf of any other party.

by pre-paid first class post shall be deemed to havebeen received 2 Business Days after the date of
posting; and9

28.6. Subject to Condition 28.7, each party confirms it is acting on its
own behalf and not for the benefit of any other person.

construed in all respects in accordance with the laws ofEngland.

28.7. No one other than a party to the Contract, their successors andpermitted assignees, shall have any right to enforce any of its
terms. The Seller acknowledges that the Buyer has entered into
the Contract for its own benefit and for the benefit of each of its
Affiliates and that the Contract is intended to be enforceable byeach of the Buyer’s Affiliates by virtue of the UK Contracts(Rights of Third Parties) Act 1999.

29.2. Nothing in the Contract shall prejudice any condition or warranty(expressed or implied) or right or remedy to which the Buyer isentitled in relation to the material or Goods or Services orderedby virtue of statute or Common Law.
29.3. The parties irrevocably submit any dispute or claim arising outof the Contract, its subject matter or formation (including noncontractual disputes or claims) (a “Dispute”) to the exclusive
jurisdiction of the Courts of England. Notwithstanding thisCondition 29.3, the parties may mutually agree (acting
reasonably and in good faith in all circumstances) to submit toalternative dispute resolution to settle any Dispute

29. Governing Law and Jurisdiction
29.1. The Contract and any dispute or claim arising out of or inconnection with it or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by andRoche Diagnostics Limited
March 2023

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