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Saturday, 31 Oct 2020

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GENERAL TERMS & CONDITIONS OF SALE

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The sale of products and services (“Products”) by NVS to a customer are subject to these terms and conditions (“Agreement”) regardless of other terms or conditions in any purchase order, document, or other communication of Customer or NVS’ s failure to object to such other terms.

1. PRICES. All prices quoted are in Swiss Francs, FOB NVS facility in Montlingen, Switzerland, unless otherwise stated. The quoted price does not include applicable taxes, tariffs, duties, fees, surcharges or shipping charges. The prices quoted herein will be valid for a period of Thirty (30) days, beyond which the prices may be subject to change without notice.

2. NVS PAYMENT TERMS are: Net Thirty (30) days from the date of invoice unless other terms have been agreed. If the Customer delays payment, it shall be liable, without further notice, for default interest at the rate of seven (7) % per annum above the actual base rate of the Swiss national bank. All bank charges for wire transfer must be borne by the Customer. At any time, NVS may change the terms of Customer`s credit. NVS may apply payments to any of Customer`s accounts. If customer defaults on any payment, NVS may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately.

3. DELIVERY TERMS are: EXW NVS’ s warehouse (INCOTERMS 2020), unless otherwise stated. NVS’s delivery dates are estimates only. Customer may not cancel Orders based on delayed delivery. Partial delivery is allowed.

4. ORDERS: All Orders are subject to NVS’s order confirmation. Under a call-off order the Customer is obliged to call-off the total order volume within one (1) year after the date of NVS’s call-off order confirmation. Delivery dates cannot be changed without NVS’s written approval. In case Customer does not call-off the entire quantity within the relevant time period, a cancellation charge of fifty (50) % of the order price for the outstanding quantity shall apply, unless otherwise agreed. All Orders for Products that NVS identifies as non-standard or “NCNR” are non-cancellable and non-returnable.

5. CONFIDENTIALITY. Unless a confidentiality agreement applies between the parties (which shall take precedence), the following terms shall apply: all technical, commercial and business information shall be maintained in confidence by both parties and may not be copied, modified or disclosed to any third party without written authorization.

6. OWNERSHIP. Title to product purchased shall not vest in purchaser until payment is made in full. Risk of loss shall pass to purchaser FCA NVS facility in Montlingen. All claims for damages must be filed with the carrier. All shipments will normally be made Parcel Post, Air Express, or Air Freight. Unless specific instructions from the Buyer specify which of the foregoing methods is to be used, NVS will exercise its own discretion.

7. WARRANTY. Products sold by NVS are warranted to be free from defects in materials and workmanship and to meet the applicable specifications when tested to published specifications for a period of three hundred and sixty (360) days from date of shipment from NVS. THE FOREGOING IS IN LIEU OF ANY OTHER WARRANTY EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. The Liability of NVS under this warranty is limited solely to replacing, or repairing, or issuing credit (at the discretion of NVS) for such products 1 that become defective or fail to meet the specifications during the schedule period, or prior to the date Buyer uses or resells such products, whichever date sooner occurs, provided that NVS will not be liable under this warranty unless; (i) NVS is promptly notified in writing by Buyer upon discovery of defects or failure to meet specification, (ii) the defective unit is returned to NVS, transportation prepaid by the Buyer, (iii) the defective units is received by NVS for adjustment no later than Four (4) weeks following the last day of the warranty period, and (iv) NVS examination of such unit shall disclose, to its satisfaction, that such defects or failures have not been caused by misuse, neglect, improper installation, repair, alteration or accident.

8. VOIDING WARRANTY: IN NO EVENT SHALL NVS BE LIABLE TO THE BUYER FOR LOSS OF PROFITS, LOSS OF USE, OR DAMAGES OF ANY KIND BASED UPON A CLAIM FOR BREACH OF WARRANTY.

9. INDEMNITY. Customer agrees to indemnify and hold NVS, its officers, agents and other partners and employees, harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of claims, suit, allegations and charges of Customer`s failure to comply with the General Terms & Conditions.

10. LIMITATION OF LIABILITY: IN NO EVENT IS NVS LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF PROFITS OR GOODWILL) OR SPECIAL DAMAGES RESULTING FROM ITS PERFORMANCE OR USE OF ANY GOODS OR SERVICES SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY OR SUCH PARTIES NEGLIGENCE.

11. FORCES BEYOND NVS'S CONTROL. NVS is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or Products through regular sources).

12. USE OF PRODUCTS. Customer shall comply with the manufacturer's Product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities or any other application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk. Customer shall indemnify, defend and hold NVS harmless from any claims based on: (i) NVS's compliance with Customer's designs, specifications, or instructions, (ii) modification of any Product by anyone other than NVS, or (iii) use of Products in combination with other products or in violation of this clause.

13. EXPORT CONTROL. Customer agrees to comply with any applicable law or regulation and restrictions and not to export or re-export the products to countries or persons prohibited under export control laws. Customer shall not use the Products in relation to chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction. At NVS’ request, Customer will sign a letter confirming the above.

14. LAW & JURISDICTION: The Agreement shall be construed in accordance with and governed by Swiss material Law excluding its conflicts of law provisions. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply. In the event of any dispute, the place of venue shall be Bern, Switzerland.