The following terms and conditions of purchase, as the same may be amended by Medichem, S.A. and its affiliates
(“Medichem”) from time to time at its sole discretion (the “Medichem Standard Terms and Conditions of Purchase”)
shall apply to all purchases of any goods or materials (“Product”) from suppliers (“Supplier”), arising out of purchase
orders (“Purchase Order”) issued by Medichem and confirmed by Supplier.
Each Purchase Order confirmation shall be deemed an acknowledgement and acceptance by Supplier of Medichem
Standard Terms and Conditions of Purchase then in effect as the same relate to such Purchase Order and Supplier’s
agreement to comply with Medichem Standard Terms and Conditions of Purchase. The terms and conditions set forth
herein are hereby incorporated to any and all Purchase Orders issued by Medichem and can also be found at
www.medichem.es
Obligations of Supplier
- Price. Purchase Orders shall be invoiced at the prices in effect at the time the Purchase Order is issued by
Medichem. - Delivery. Supplier shall deliver the Products ordered to the address specified in the Purchase Order according to
the Incoterm set forth in the same and in accordance with and subject to Medichem Standard Terms and Conditions of
Purchase. If Product is incorrectly delivered Supplier shall be held responsible for any additional expense incurred in
delivering the Product to the place of delivery specified in the Purchase Order or subsequently indicated by Medichem.
Time shall be of essence in relation to the performance of any and all Supplier’s obligations pursuant to any Purchase
Order.
Medichem shall be entitled to cancel any Purchase Order which is not delivered on due date or place. - Passing of Title; Risk of Loss. Title to and risk of loss for Products delivered to Medichem will pass when
delivered according to the Incoterm set forth in the Purchase Order. Supplier warrants title to all Products sold and
services supplied. Upon consummation of the transactions contemplated hereby, Medichem will have acquired good
and marketable title to the goods, free and clear of liens. - Warranty. Supplier warrants to Medichem that the Product shall be manufactured in compliance with current
Good Manufacturing Practices (cGMP), where applicable, and Supplier standard operating procedures. Supplier
warrants that all Products will conform with all written proposals and descriptions as well as any specifications,
samples, or models furnished by Supplier and approved by Medichem. Supplier further warrants that all goods shall be
merchantable and fit for their intended purpose and shall be new, not refurbished or reconditioned. The foregoing
warranties are in addition to and not in lieu of any other warranties, implied or express. - Replacement of defective Product. Medichem may visually inspect all such deliveries upon their receipt and shall
report any readily discernible defects to Supplier within ninety (90) days of receipt of the Product. Medichem will report
to Supplier any defects not readily discernible within sixty (60) days of Medichem’s discovery of the same. In case of a
claim for defects in any Product, Supplier shall without charge promptly replace the defective Product.
If Supplier’s dispute Medichem’s reject of Product and the parties fail to reach an agreement within thirty (30) days
after Medichem’s report to Supplier, the dispute shall be determined by an independent laboratory (who shall act as
expert and not as arbitrator) mutually selected by the parties. The decision of such independent laboratory following
analysis of the allegedly defective Product shall be final and binding upon the parties. The cost of the analysis shall be
borne by the party whose analysis was in error.
Supplier shall bear all risks of loss, damage, or destruction for non-conforming Product. Supplier shall also bear the
same risks with respect to Product rejected by Medichem. Medichem shall be responsible for any loss occasioned by
the gross negligence of its employees. - Confidentiality. Supplier agrees that any know-how, specification or any other information, including any specific
terms and conditions to be agreed between Medichem and Supplier (such as pricing), are confidential information and
will be at all times exclusive property of Medichem. Supplier shall keep it confidential during and after the execution of
the Purchase Order and shall not use, reproduce or supply it for any other purpose. The Supplier shall be liable for any
damage to Medichem by breach of any of these obligations, without limiting any right or remedy available to Medichem
at law or in equity, including without limitation the right to seek an injunction to prohibit disclosure of Medichem’s
confidential information.
Obligations of Medichem - Payment. Payment terms shall be made in Euro and payment shall be by wire transfer ninety (90) days (payment
day the 30th day of each month) as of the date of the Invoice, unless otherwise specified in the Purchase Order.
Medichem shall have the right to apply any amount which Supplier may owe to Medichem against open invoices as
directed solely by Medichem, until the full amount has been credited to Medichem.
General Provisions - Acceptance by Supplier. All Purchase Orders and terms, including but not limited to delivery terms, set forth in
any Purchase Order shall be deemed binding to Supplier upon acceptance of the Purchase Order. Supplier shall
indemnify Medichem of any damage arising out of delivery of any Purchase Order not complying with the delivery
terms set forth in the Purchase Order. - Modifications in the Purchase Order. Medichem may at any time, by a written order, suspend performance
hereunder, increase or decrease the ordered quantities or make changes within the general scope of a Purchase
Order (such as method of shipment or packing, and/or, place of delivery and/or delivery schedule). If any such
change causes an increase or decrease in the cost of, or the time required for performance of a Purchase
Order, an equitable adjustment shall be made in the Purchase Order price or delivery schedule, or both
and the Purchase Order shall be modified in writing accordingly. No claim by Supplier for adjustment shall
be valid unless asserted within twenty (20) days from the date or receipt by Supplier of the notification of
change provided, however that such period may be extended upon the written approval of Medichem.
Nothing in this clause shall excuse Supplier from proceeding with the Purchase Order as changed or
amended. - Intellectual Property Rights. Supplier declares that the Product does not infringe any patents or other
proprietary rights of any third party and shall indemnify Medichem against all liabilities, claims, demands,
losses, costs or expenses (including reasonable legal fees and expenses) suffered by Medichem as a
result of any claim for infringement of any patent or other proprietary right made by any third party. - Construction. The Medichem Standard Terms and Conditions of Purchase shall prevail over any
inconsistent or conflicting terms in any Purchase Order; provided that, if Supplier is party to a separate
written contract with Medichem when any Purchase Order is placed and a provision in the separate written
contract specified by Medichem for such Purchase Order conflicts with a provision in the Medichem
Standard Terms and Conditions, then the provision in the separate written contract shall prevail over the
conflicting provision in the Medichem Standard Terms and Conditions of Purchase with respect to such
Purchase Order. - The Medichem Standard Terms and Conditions of Purchase together with the Purchase Order with
the confirmation issued by Supplier and any written documents which may be incorporated by specific
reference, constitute the entire agreement between the parties (“Agreement”) and supersedes all previous
communications between them, whether oral or written. - Nothing in this Agreement shall create or be deemed to create a partnership, agency or joint venture
between the parties. - Assignment and Subcontracts: Supplier shall not assign, transfer, subcontract or delegate a Purchase
Order or any right or obligation hereunder, or any part thereof, including the accounts receivables without
the written consent of Medichem. Any assignment without Medichem’s written consent shall be void and
have no binding effect upon Medichem. No subcontract entered into by Supplier shall relieve Supplier of
any of its liabilities and/or obligations. Medichem shall be entitled at any time by notice in writing to
Supplier to assign the whole or any part of its rights and obligations under the Medichem Standard Terms
and Conditions of Purchase and/or the Purchase Order. - Amendments. Medichem may amend Medichem Standard Terms and Conditions of Purchase at any
time and for any reason. Medichem shall endeavour to promptly notify Supplier of changes to Medichem
Standard Terms and Conditions of Purchase - Indemnity and Insurance. Supplier shall indemnify Medichem, its directors, employees, officers and/or
agents and hold them harmless from and against any and all liability for death, illness or injury to any third
party or for loss or damage to any third party’s property and against any claims, demands, proceedings
and causes of action resulting directly or indirectly therefrom and arising out of any act or default on the
part of Supplier, its servants, agents or sub-contractors in the performance of or in compliance with any of
their obligations under Medichem Standard Terms and Conditions of Purchase and/or any Purchase
Order, including without limitation any and all loss in relation to defective Products including liability arising
under any relevant product liability legislation which may be applicable from time to time.
Supplier shall maintain at its own cost and expense full and sufficient third party product liability and
product recall insurance to cover its actual and potential liabilities hereunder for a minimum of twelve
millions Euros (€ 12,000,000). - Medichem Standard Terms and Conditions of Purchase and any Purchase Order or contract
entered thereto shall be governed by and construed in accordance with the laws of Spain. Any dispute or
difference of any kind whatsoever arising between the parties hereto out of or in connection with
Medichem Standard Terms and Conditions of Purchase and any Purchase Order or contract entered
thereto shall be submitted to the exclusive jurisdiction of the Courts of Barcelona, and the parties waive all
objections to jurisdiction or venue in Barcelona, renouncing expressly to any other competent jurisdiction. - Compliance. Medichem has a Code of Conduct detailing the values, principles and standards that
guide our activities and decisions, as well as how our company develops business relationships with
suppliers and other business partners.
At Medichem, we are firmly committed to the values and principles of our Code of Conduct, which include
strict compliance with applicable laws, respect for the environment and respect for international proclaimed
human rights. We at Medichem undertake initiatives to promote greater environmental responsibility and
encourage the use of environmentally friendly technologies. It is our expectation that any supplier providing
products or services to Medichem will have an effective environmental policy and comply with existing
legislation and regulations regarding the protection of the environment, adhere to the UN International
Labour Standards and respect the protection of internationally proclaimed human rights. We consider the
preceding as essential to build ethical, transparent and trustworthy business relationships.