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Terms and conditions of sale

Almac Sciences Limited, Almac Sciences (Ireland) Limited, Almac Sciences (Scotland) Limited, Almac Sciences LLC and Arran Chemical Company Limited (collectively “Almac”) acceptance of client’s (“Client”) order for sale of goods or services is subject to the following terms & conditions. This document entitled “quotation” or “proposal” (herein after referred to as “Proposal”) once authorised and signed by the parties becomes a legally binding agreement.
Where a Master Services Agreement (“MSA”) is in force between the parties relating to the supply of the products or services detailed in the Proposal, the terms and conditions of such MSA shall supersede those below. Almac is unable to accept any alteration to its terms and conditions unless the same is authorised in writing by an authorised signatory for Almac. Any additional, different or conflicting terms and conditions in a Client’s purchase order or acknowledgement from the Client shall be of no force or effect, unless specifically agreed to in writing by an authorised signatory of Almac.

1. Services:
(a) Almac agrees to perform the services described in the project scope (“Services”).
(b) Proposals may be revoked or amended prior to receipt of an order or acceptance for goods referred to therein.
(c) Once a Proposal has been authorised both parties must agree to any changes, deletions or additions to the Services (“Changes”).
(d) Minor Changes shall be confirmed by electronic mail, facsimile or other written document.
(e) Significant Changes (such as a request by the Client to change the project scope) shall be confirmed by a revision to the Proposal or the issuing of an additional Proposal.

2. Validity:
(a) This Proposal should be regarded as indicative only and subject to confirmation upon detailed discussion on project requirements.
(b) Prices for quantities/descriptions on Proposals are valid for thirty days (30) from the date of issue.
(c) Where an order is received for quantities/descriptions other than those provided for in the Proposal, Almac reserves the right to vary the Proposal as necessary. Where freight insurance, and other third party costs including materials and project specific consumables are included in the Proposal, these are estimated at today’s rates and any variation at time of delivery is for the Client’s account.
(d) The costs of all third party suppliers’ fees and the purchase of project specific items such as raw materials, excipients, packaging materials, special equipment, tooling, change-parts, laboratory columns, reagents and reference standards (including those under the applicable United States Pharmacopoeia, the National Formulary, the British Pharmacopoeia, the European Pharmacopoeia or the Japanese Pharmacopoeia) necessary for Almac to perform the Services shall be purchased by Almac and charged to Client at cost plus an additional handling charge. If applicable, Almac and the Client will cooperate and provide such assistance to each other as may be reasonably necessary to permit the import of the Active Pharmaceutical Ingredient and other materials into the country where the Services will be performed.

3. Payment:
(a) Subject to satisfactory references being taken up, payments to be made by open account. No discounts or other deductions may be made. Client shall pay Almac for the Services as outlined in this Proposal and for any Changes to the Proposal.
(b) Almac will send invoices to the Client in line with the invoicing schedule within the Proposal. Unless otherwise agreed in writing between the parties Client shall pay the full amount of the invoice 30 days from date of invoice.
(c) Almac reserves the right to charge interest at 3% per annum above prevailing bank rates on all overdue accounts, such interest being deemed to accrue on a day-to-day basis from the due-date for payment.
(d) Unless otherwise stated, all sums payable under this Proposal are exclusive of Value Added Tax and any other duties or taxes. Any Value Added Tax or other duties or taxes payable in respect of such sums shall be payable in addition to such sums.
(e) Unless otherwise agreed in writing between the parties, invoices will be raised in the currency quoted in the Proposal. Invoices may be raised using the €/EUR exchange rate on the date of the invoice unless the MSA states otherwise.

4. Delays/Postponement/Cancellations:
(a) If Client causes any delay or postponement to Almac’s provision of the Services, for reasons within Client’s control, including but not limited to delay in providing information requested by Almac or a delay in the delivery of any Client-supplied materials, Almac shall be entitled to charge the Client for any reasonable costs arising as a result of such delay, including non-cancellable expenses and lost capacity, which cannot, with reasonable endeavours, be substituted with (an) alternative project(s).
(b) In the event that Client cancels the Services within ninety (90) days of the date on which the Services were due to commence, Almac shall be entitled to charge the Client for any costs arising as a result of such cancellation, including all fees for Services rendered to the effective date of termination, non-cancellable expenses and lost capacity, and costs and expenses relating to the purchase or supply of materials or equipment, which cannot, with reasonable endeavours, be substituted with (an) alternative project(s).
(c) Almac shall provide the Client with an invoice for its termination expenses and charges as soon as reasonably practicable following termination and winding-up of such work, including copies of such invoices and other financial information as is necessary to substantiate Almac’s claim.

5. Delivery:
(a) Unless otherwise agreed in writing between the parties Almac materials shall be supplied Ex-Works, Almac facility where the Services are being performed.
(b) Sufficient quantities of Client-supplied material shall be delivered DDP. Save as otherwise provided in these conditions, trade terms shall be interpreted in accordance with “Incoterms 2010” (The international rules for the interpretation of trade terms of the International Chamber of Commerce).
(c) If Almac are required to utilise their own courier and account, costs will be invoiced separately at standard courier rates. Fixed courier costs and any applicable sales taxes/duties for the dispatch of material are not included in this Proposal. Dispatch of material from Almac facilities, (or Depot facilities if applicable) to Client or Client nominee will be subject to the standard terms and conditions of the selected courier. The courier costs are pass through to the Client.
(d) Depot costs and courier costs are estimates provided for indicative purposes to assist with the Client with the generation of a budgetary estimate, actual costs incurred will be invoiced.
(e) Risk of loss to the Client supplied material, materials procured by Almac on Client’s behalf and the finished product shall remain with the Client for the duration of the Services.

6. Insurance:
Each party shall maintain during the term of this Proposal public liability and product liability insurance. Either party may request evidence of such insurance.

7. Liability:
(a) Neither party shall be liable to the other for any: loss of profits, increase production costs or other economic injury or loss; loss of contracts or opportunity; damage to property of the other party or anyone else; loss of corruption of data or information; cost of capital, cost of substitute service; indirect loss or for any special, incidental, consequential or pure economic loss suffered by any person.
(b) The total aggregate liability of Almac and its affiliates in contract, tort, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Proposal for any and all claims will be limited to direct damages not to exceed the total fees payable for the Services provided under this Proposal.
(c) For the avoidance of doubt this liability section sets out the entire financial liability of each party and their respective affiliates, employee’s agents, officers and directors under or in connection with this Proposal.

8. Intellectual Property:
(a) Nothing in this Proposal shall affect, or grant any right to, patents, know-how or other intellectual property owned by the parties prior to the commencement of this Proposal or the modifications, innovations or developments thereto arising during the Services.
(b) Subject to the foregoing, all information, data, documents, designs, methods, techniques, processes, inventions and discoveries, whether or not patentable, arising from Almac’s performance of the Services relating solely to the Product shall be owned by Client.
(c) Notwithstanding anything to the contrary contained herein, Client acknowledges that Almac currently possesses certain inventions, processes, know-how, trade secrets, methods, approaches, analyses, procedures and techniques, computer technical expertise, proprietary software and systems, proprietary biocatalysis enzymes, enzyme technology and technical and conceptual expertise in the area of conducting pharmaceutical support services, all of which have been developed independently by Almac without the benefit of any Confidential Information provided by Client (collectively, “Almac Property”). Client agrees that any Almac Property which is used, improved, modified or developed by Almac during the term of this Proposal shall be and remain the sole and exclusive property of Almac.

9. Confidentiality:
Upon receipt of this Proposal the parties to this Proposal accept that the contents are confidential and shall only be disclosed on a need-to-know basis to persons within the party’s organisation and shall be treated as confidential by the parties with a level of protection no less than that afforded to their own confidential information.

10. Termination:
(a) Either Party may terminate this Proposal with ninety (90) days written notice.
(b) In the event that either party suffers the appointment of a receiver or administrator over any part of its property or the presentation of a winding-up or passes a resolution for its winding-up except for amalgamation or reconstruction; enters into any composition or arrangement with its creditors or becomes insolvent; commits any breach of its obligation under this Proposal which it does not remedy (if capable of remedy) within 30 days after written notice from the other party of such breach, then this Proposal may be terminated at any time by the other party by written notice with immediate effect.
(c) For the avoidance of doubt Client shall pay Almac all fees for Services and non-cancellable expenses rendered to the effective date of termination in accordance with this Proposal where there is any termination event referred to in this paragraph.

11. Force Majeure:
Almac shall under no circumstances be liable for loss, damage, detention, delay or failure to deliver all or any part of the Services resulting from causes beyond its control including but not limited to war, civil war, act of God, fires, strikes, lock-outs, insurrection or riots, embargoes, shortage of raw materials wrecks or delays in transportation, requirements or regulations of any governmental authority. Almac shall inform the Client as soon as practicable of the occurrence of a Force Majeure event giving full details of its expected effect and duration. Almac shall take all reasonable efforts to resume performance of its obligations as soon as practicable and in the meantime to mitigate the effects of any such event and shall keep the Client fully informed about the steps taken to achieve this.

12. Scientific Obstacles:
(a) The parties agree that the Services under this Proposal are experimental in nature. Almac shall not be liable for any failure to perform any of its obligations hereunder if Almac can show, with written documentation to Client’s reasonable satisfaction, that such performance of its obligations was not possible for sound scientific or technical reasons. In such case, the parties shall negotiate in good faith to seek a mutually acceptable path forward, or, at Client’s option, Client may terminate this Proposal by written notice with immediate effect.
(b) In the event that Client terminates under this provision, Almac shall prepare an account of charges, subject to verification and approval by Client. Unless Client objects to any charge, in which case the parties shall use commercially reasonable efforts to expeditiously resolve any disagreement, Client shall make the following payments to Almac within thirty (30) days after receipt by Client of an invoice for the payments and reasonable documentation setting forth the results of such accounting, together with adequate supporting documentation:
(i) Payment in accordance with the relevant portion of this Proposal prior to termination (including a pro rata proportion of the contract price for any stage of the Services which is in process at the date of termination); and
(ii) Payment for reasonable non-cancellable expenses and lost capacity, and costs and expenses relating to the purchase or supply of materials or equipment, which cannot, with reasonable endeavours, be substituted with (an) alternative project(s) properly incurred by Almac in order to perform its obligations under this Proposal. Client shall not be required to make any further payments.

13. Transfer:
This Proposal is neither transferable nor assignable by the Client unless the same is authorised in writing by Almac.

14. Law:
This Proposal shall be subject to and interpreted in accordance with the laws of Northern Ireland.

15. Notices:
Any notice to be given by Almac or the Client shall be in writing and shall be deemed to have been duly given if sent or delivered to the other party at the addresses detailed on this Proposal or such other address which a party may from time to time notify in writing and shall be deemed to have been served if sent by post 48 hours after posting and if sent by fax on the day when the fax was sent to the other party.

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