Conditions of Supply | Esco Lifesciences

Scope

These Conditions apply to all Customers and are deemed to be incorporated in all contracts for the sale of equipment or the supply of services by Esco Lifesciences Group, Ltd. and all its subsidiaries (the “Esco”). No addition, variation or waiver of these Conditions has any legal effect except as specifically agreed to in writing by Esco.

All authorization letters, quotations, purchase order(s), order confirmation(s) and proforma invoice(s) issued by Esco are an integral part of these Conditions, and in the event of inconsistency, the authorization letters, quotations, purchase order(s), order confirmation(s) and proforma invoice(s) shall prevail.

In addition to these Conditions, Esco’s Distributors, by entering into contracts for the sale of equipment or the supply of services with Esco and/or by placing an order with Esco, are deemed to have accepted the Standard Terms for Distributorship found below this Conditions of Supply, with the exception of Esco Technologies, Inc.'s dealers which are deemed to have accepted the Standard Terms for Dealership also found below. Where there is conflict between the provisions of these Conditions and that of the Standard Terms, the latter shall prevail.

Definitions

"Equipment" means any machinery, systems, or associated parts designed and manufactured or assembled by Esco at the Esco facility located in Bintan, Indonesia, Taicang, China, Pennsylvania, US, Barnsley, UK, and Lithuania, or at another Esco facility, or sourced elsewhere at Esco's discretion.

"Customer" includes, but not limited to, distributors, dealers, sales representatives, end-users, contractors, resellers, and any principal or agent of these customers.

“Distributors” means all Customers of Esco excluding end-users.

A. SALE OF MACHINERY AND SYSTEMS

1. Quotations and Acceptance

Prices and terms of contract quoted by Esco are exclusive of the cost of freight and packing. Delivery shall be ex works the principal place of manufacture unless otherwise agreed with the Customer.
Prices quoted by Esco shall remain valid for a period of 60 days unless otherwise agreed or unless Esco's costs increase for reasons outside its control.
If the Customer specifies a currency other than that in which Esco quotes, Esco reserves the right to amend the quoted price by any amount to cover movements in the exchange rate between the currency of the quotation and the specified currency arising between the time of quotation and acceptance of the order.
The obligations of Esco hereunder are subject to the prior receipt by Esco of any export licenses required in connection with the shipment of the equipment. In addition, nothing contained herein shall be deemed to require Esco to take any action that would constitute, directly or indirectly, a violation of any laws of any relevant jurisdiction, and Esco’s failure to take any such action shall not be deemed a breach hereunder.

2. Schedules and Delays

Esco shall, during the design and manufacture or assembly of the equipment, provide the Customer with progress schedules and notify the Customer of any projected delays in delivery. Notification of any delay shall give Esco's best estimate of the date on which dispatch is projected.

3. Shipment

Unless otherwise agreed, the Customer is responsible for transportation from the principal place of shipment. Esco shall, at the Customer’s request and expense, arrange carriage and insure the equipment against normal transit risks, but in the event of loss or damage whether caused by the negligence of Esco or its carrier or any other person, Esco’s liability shall be limited to passing on to the Customer the benefit of such insurance.
If instructions for dispatch are not received or if the Customer otherwise fails to take delivery or requires Esco to delay delivery beyond any agreed delivery date, Esco shall be entitled to decide for storage of the equipment and to charge the Customer accordingly, and the Customer shall become responsible for the risk of loss of or damage to the equipment and for paying the contract price as if the goods had been delivered. Esco shall be entitled, after reasonable notice to the Customer, to dispose of the equipment elsewhere.

4. Installations

If requested, Esco and its employees or subcontractors will provide supervisory services or perform installation, erection or commissioning services on the equipment. These services shall be supplied for an agreed period and for a specified function, and the Customer shall pay for the provision of a representative at the specified rate per day plus living and travel and other ancillary expenses that may be incurred by reason of performing these services. For this purpose, one day shall be deemed to mean eight (8) hours. Additional hours per day shall be charged at a premium.
If such services are required for several days in excess of the period agreed, the Customer shall inform Esco in writing of the requirement and Esco reserves the right to request the Customer to pay for additional days in the same manner as specified above plus any additional costs or expenses incurred by reason of the extension of the period of service.
The Customer shall prepare a location and facilities suitable for the equipment according to specifications to be issued by Esco upon completion of its design of the equipment. If Esco is not satisfied with preparatory work, it reserves the right to charge for costs caused by delay.
The Customer shall be responsible for obtaining all necessary consents and licenses and for supplying Esco with all necessary information and drawings about the installation site and shall provide at its own expense such ancillary services and facilities as Esco may reasonably require to fulfill the installation.
Esco shall not be responsible for off-loading, provision of, and connection to services and utilities.
The Customer shall ensure safe and adequate access to the site for Esco and its employees and subcontractors and shall be responsible for the safe custody of all equipment materials and other property left on site by Esco during installation. The Customer shall be liable for any injury suffered by Esco or its employees or subcontractors except to the extent injury is caused by their own negligence.

5. Payment

Unless otherwise agreed, payment of the Purchase Price by the Customer to Esco shall be according to the agreement associated with the quotation ordered against, or pre-established terms.
Esco reserves the right to pass on to the Customer any increases in costs arising for reasons outside its control.

B. AFTER SALES SERVICE AND REPLACEMENT PARTS

Quotations & Payment

Prices and terms quoted exclude the cost of freight for replacement parts. Quotations are valid for 30 days unless otherwise specified.
Full payment must be made to Esco prior to shipment unless net 30 days term have been previously established. Equipment shall remain the property of Esco until the Customer has made full and unconditional payment.
If any payment is overdue, Esco shall be entitled to suspend further deliveries, and may, after giving notice to the Customer, enter the premises where it believes its equipment to be for the purpose of recovering its equipment.

C. GENERAL

1. Quotations and Acceptance

Prices are quoted exclusive of applicable sales and use taxes, import duties, and/or other local taxes and fees which will be charged at the rates prevailing at the time of supply.
No obligation shall be binding on Esco unless and until received and accepted by Esco in writing.

2. Delivery

Although Esco shall endeavor to supply equipment within the time specified, no liability can be accepted for delays in delivery due to any cause beyond Esco’s reasonable control, or for any other reason unless specifically agreed in writing. If work is delayed or interrupted by the Customer, the Customer shall pay Esco for all additional resulting charges.
Esco reserves the right to make shipment in installments.
Unless otherwise agreed, any discrepancy in or damage to the equipment must be notified to Esco in writing within thirty (30) days of shipment or dispatch, failing which, Esco accepts no liability for discrepancies in or damage to the equipment. Failure by the Customer to give such notice shall constitute unqualified acceptance and a waiver of all such claims by the Customer.
The Customer shall be required to procure at its own expense any import licenses or related documentation required for the country of destination and any intermediate destination to which the equipment is to be dispatched or delivered. The Customer shall be responsible for any import duties.

Overdue Payment

If Esco does not receive full payment of amounts due by the agreed payment dates, without demand or notice, there shall accrue a late payment penalty in an amount equal to 1% (or the maximum rate allowed by law) of the payment due for each day until paid in full.
If any payment by the Customer remains unpaid for a period of thirty (30) days following the due date, Esco in its sole discretion, may (i) either suspend delivery, if applicable, until all amounts payable by the Customer including accrued interests are fully paid to Esco, or (ii) cancel the order and forfeit the payments made by the Customer to such extent as to cover all labor costs, materials procured especially for the order, reasonable expenses, and loss of profit, without any further obligation to the Customer.
If any payment by the Customer remains unpaid for a period of thirty (30) days following the due date, Esco in its sole discretion, may (i) either suspend delivery, if applicable, until all amounts payable by the Customer including accrued interests are fully paid to Esco, or (ii) cancel the order and forfeit the payments made by the Customer to such extent as to cover all labor costs, materials procured especially for the order, reasonable expenses, and loss of profit, without any further obligation to the Customer.

Patents, Design Rights etc.

Any know-how, technical information, drawings, specifications, or documents supplied by Esco in connection with its transaction with the Customer shall be kept strictly confidential by the Customer and shall not be disclosed to any third party or used for any other purpose without the prior written consent of Esco.
Ownership is retained by Esco of any patent, trademark, trade secrets copyright, industrial design, or other intellectual property rights in the equipment and other products supplied to the Customer, including, without limitation, any technical information, know-how, drawings, specifications, or any other documents and materials supplied by Esco to the Customer.
Esco gives no other warranty against patent or other intellectual property infringement and no liability whatsoever is accepted in respect thereof. No warranty is given that any particular use of any equipment, or any technique employed therewith is free of patent or other intellectual property restrictions. Any advice given by Esco in relation thereto is given without liability on Esco's part.
If Esco supplies equipment with variations to meet the Customer's special requirements, or to the Customer's own specification, or if Esco processes the Customer's own equipment, goods or materials, no express or implied warranty is given, and the Customer shall accept full liability in respect of infringement of patents or other intellectual property rights and agrees to indemnify Esco against any and all claims, losses or costs arising therefrom.
No warranty is given that any particular use of any equipment, or any technique employed therewith is free of patent or other intellectual property restrictions. Any advice given by Esco in relation thereto is given without liability on Esco's part.
The trademarks and names of Esco and its associated companies shall not be used otherwise than as applied by Esco to the equipment supplied under to the Customer.

Warranty

As far as reasonably practicable, Esco has ensured that its equipment has been so designed and constructed as to be safe and without risks to health when properly installed and used in accordance with Esco's operating instructions. The Customer is responsible for any risks to health or safety from Esco equipment in its possession or control and must ensure that persons who use, maintain, or otherwise handle equipment supplied by Esco receive adequate training and safety literature. Safety literature will be supplied by Esco free of charge and may be photocopied by the Customer as required.

Limited Warranty Period

Esco products come with a limited warranty. The warranty period will vary depending on the product purchased, beginning on the date of shipment from any Esco international warehousing location.
Esco's limited warranty covers defects in materials and workmanship. Esco's liability under this limited warranty shall be, at our option, to repair or replace any defective parts of the equipment, provided that these parts, if proven to the satisfaction of Esco, were defective at the time of being sold and that all defective parts shall be returned, properly identified with a Return Authorization.
This limited warranty covers parts only, and not transportation / insurance charges. This limited warranty does not cover:
1. Freight or installation (inside delivery handling) damage. If your product was damaged in transit, you must file a claim directly with the freight carrier;
2. Products with missing or defaced serial numbers;
3. Products for which Esco has not received payment;
4. Problems that result from:
  - External causes such as accident, abuse, misuse, problems with electrical power, improper operating environmental conditions;
  - Servicing not authorized by Esco;
  - Usage that is not in accordance with product instructions;
  - Failure to follow the product instructions;
  - Failure to perform preventive maintenance;
  - Using accessories, parts, or components not supplied by Esco;
  - Damage by fire, floods, or acts of God;
  - Customer modifications to the product.
5. Consumables such as filters (HEPA, ULPA, carbon, pre-filters), gaskets / seals and fluorescent / UV bulbs.
Factory-installed, customer-specified equipment or accessories are warranted only to the extent guaranteed by the original manufacturer. The customer agrees that in relation to these products purchased through Esco, our limited warranty shall not apply, and the original manufacturer's warranty shall be the sole warranty in respect of these products. The customer shall utilize that warranty for the support of such products and in any event does not hold Esco liable for such warranty support.
Esco encourages all users to register their equipment online at https://www.escolifesciences.com/services/warranty-registration or complete the warranty registration form included with each product.
ALL EXPRESS AND IMPLIED WARRANTIES FOR THE PRODUCT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED IN TIME TO THE TERM OF THIS LIMITED WARRANTY. NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER THE LIMITED WARRANTY PERIOD HAS EXPIRED. ESCO DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES PROVIDED FOR IN THIS LIMITED WARRANTY OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR THIRD-PARTY CLAIMS AGAINST YOU FOR DAMAGES, FOR PRODUCTS NOT BEING AVAILABLE FOR USE, OR FOR LOST WORK. ESCO'S LIABILITY WILL BE NO MORE THAN THE AMOUNT YOU PAID FOR THE PRODUCT THAT IS THE SUBJECT OF A CLAIM. THIS IS THE MAXIMUM AMOUNT FOR WHICH ESCO IS RESPONSIBLE.

Limitation of Liability.

Esco’s liability arising out of, in connection with, or under this Agreement shall be limited to the total amount paid for the equipment that is subject of a claim. Esco’s liability for the supply of services for a fee shall be limited to the amount paid by the Customer for the services.
Except for the above liquidated damages, neither Esco nor its employees or agent shall be liable for penalties or for special, indirect, consequential, punitive, exemplary or incidental damages of any type or kind regardless of whether any such losses or damages are characterized as arising from breach of the contract, breach of warranty, tort, negligence, strict liability or otherwise, even if the party is advised of the possibility of such losses or damages, or if such losses or damages are foreseeable.
Any legal action which may be brought against Esco must be commenced within one (1) year from the date the incident giving rise to such action occurred or within the period provided for by applicable law, whichever is shorter. OTHERWISE, SUCH ACTION IS PERMANENTLY BARRED.

Force Majeure

Without prejudice to any other terms hereof, Esco shall not be liable for any failure to fulfill its obligations under this Contract if the carrying out of any obligation is hindered or prevented by any fortuitous event or circumstances beyond Esco's reasonable control or, without prejudice to the generality of the foregoing, acts of God, fire, flood, war, strike, lock-out or industrial dispute or failure of breakdown of plant, supplies, transport, or equipment. If the delivery of equipment or completion of any work should be delayed for more than six months, the Customer shall be entitled to cancel the Contract or the remainder thereof on payment of a reasonable sum for part performance but shall not be entitled to any other damages or compensation whatsoever.

Cancellation

The Customer may not cancel the Contract or any part thereof except by giving prior written notice which must be acknowledged by Esco also in writing. On cancellation, the Customer may be charged for all labor costs, materials procured especially for the order, reasonable expenses, and loss of profit, without any further obligation to the Customer.

Termination

If the Customer commits any act of bankruptcy or, being a company, has a receiver appointed, or an administration order made against it, or goes into liquidation (except for the purpose of reconstruction or amalgamation), or commits any breach of any provision of this Contract, then all sums due hereunder shall immediately become due and payable and Esco may, notwithstanding any previous waiver, terminate its contract with the Customer forthwith by written notice, but without prejudice to any prior right of either party.

Applicable Law and Jurisdiction

The validity, interpretation, and performance of the Contract is governed by and shall be construed in accordance with the laws of the place where the contracting Esco office is registered, without giving effect to any choice of law or conflict of law provision or rule, and specifically excludes the UN Convention on the International Sale of Goods. Any dispute arising out of or in connection with the Contract shall be submitted to the exclusive jurisdiction of the courts of the country in which the contracting Esco office is registered.

Anti-Bribery and Corruption

The Customer and all persons representing, associated with or otherwise performing services for or on behalf of it shall fully comply with all applicable anti-bribery and anti-corruption laws, rules, and policies, as well as agree to fully cooperate with Esco in its efforts to implement its internal policies against bribery and corruption.
Esco shall be entitled, without any liability, to terminate its contract with the Customer with immediate effect in the event it concludes, in its absolute discretion, that the other Customer or any of its representatives has committed a breach of the aforementioned laws, rules, and policies. 
The Customer confirms that it has not, and covenants that it will not, in connection with the conduct of its business activities with or involving Esco, promise, authorize, ratify or offer to make, or take any act in furtherance of any payment, contribution, gift, reimbursement or other transfer of anything of value, or any solicitation, directly or indirectly: (i) to any individual including government officials; or (ii) to an intermediary for payment to any individual including government officials; or (iii) to any political party; or (iv) to Esco and any of its officers, employees, contractors, and other representatives, for the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, fraud, collusion, nepotism, and other forms of corruption.
The Customer undertakes to immediately report to Esco’s director or officer any actual or threatened violation of any of the provisions under this Anti-Bribery and Corruption clause.

Compliance with Applicable Sanctions

Esco and the Customer shall each retain responsibility for its compliance with all applicable Sanctions. The Customer hereby acknowledges that: (i) Esco shall not be required by the terms of the relevant contract, to be directly or indirectly involved in any activities that may be prohibited by applicable Sanctions; (ii) Esco’s intent is to comply with all U.S., EU, UN, Australia, the UK, Singapore, and other Sanctions that might be applicable to Esco or any of its Group Companies (the “Group”)]; and (iii) Esco may take any actions that it deems appropriate for it to confirm compliance with applicable Sanctions and (iv) the Customer will not take any actions, including the sale, distribution or delivery of any products of the Group covered under the relevant contract, that would cause the Group or the Customer to violate any applicable Sanctions.

“Sanctions” means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. government authorities (including, but not limited to, the Treasury Department’s Office of Foreign Assets Control (OFAC), the U.S. Department of State and the U.S. Department of Commerce), the UN Security Council, the EU, Australia or the UK government, including Her Majesty’s Treasury.

STANDARD TERMS FOR DISTRIBUTORSHIP

The standard terms (the “Standard Terms”) set forth below, together with any authorization letter (“Authorization Letter”) issued by Esco Lifesciences Group Ltd and any of its subsidiaries (the “Company”), any written agreement(s) between the Company and you (the “Distributor”) and any purchase order(s), order confirmation(s) and proforma invoice(s) of purchases of the Products (as defined herein), are an integral part of the terms and conditions of business between the Company and the Distributor in relation to the distributorship arrangement of the Products (as defined herein).

Definitions:

In these Standard Terms:

“Agreement” means the agreed terms between the Company and the Distributor in relation to the distributorship arrangement of the Products from time to time, including these Standard Terms set out herein, the Authorization Letter (if any), the Purchase Order(s), Proforma Invoice(s) and Order Confirmation(s) of purchases of the Products (if any) and any other written agreement(s) between the Parties.

“Distributors” means all customers of the Company excluding end-users.

“Region” means the place of establishment of the Distributor, or the territory and/or industry as otherwise specified in the Authorization Letter or as agreed.

“Parties” mean the Company and the Distributor.

“Product(s)” mean(s) the product(s) sold or to be sold to the Distributor pursuant to the Agreement.

Rights and restriction of the Distributor:

Unless written consent is given by the Company, the Distributor shall only promote and distribute the Products within the Region.

Exclusivity:

Unless otherwise agreed, the Company is entitled to engage other distributors to promote and sell the Products within the Region.

Relationship with Distributor:

The Parties acknowledged the relationship between the Parties is not that of a principal and an agent, but that of a customer and a supplier.

The Distributor acknowledges and confirms that it is independent and not connected in any way with the Esco Lifesciences Group (Esco Lifesciences Group Ltd together with its subsidiaries), its shareholders, directors and senior management, their respective family members and/or controlled entities, its former or current employees. The Distributor has not used the Esco Lifesciences Group’s brand/name and has not received any material loans or other financial assistance from the Esco Lifesciences Group.

Target purchase amount / minimum purchase amount :

Unless otherwise agreed, there is no minimum purchase amount nor target purchase amount.

Payment :

Unless otherwise agreed, payment for the Products shall be made by the Distributor in full prior to delivery of the Products.

Accept or cancel of orders from the Distributor :

The Company shall at its sole discretion accept an order, decline to accept an order, or cancel an order for any reasons.

Product return/exchange :

The Distributor shall not return or exchange the Products except for product with defects in materials or workmanship at the Company’s fault.

Resell and pricing policies :

The Distributor is recommended to follow the price list provided by the Company (if available) for distribution. Unless otherwise agreed, the Distributor shall have the discretion in deciding the final resale price.

Transportation and delivery :

Unless otherwise agreed, the Products shall be delivered ex works (INCOTERMS 2020 of International Chamber of Commerce).

Warranty :

The warranty policy stated on the Company’s website from time to time https://www.escolifesciences.com/services/warranty is deemded to be incorporated by reference into this clause.

Regulatory compliance :

The Distributor shall comply with all applicable laws and regulations, including, among other things, anti-bribery and anti-kickback laws and regulations.

The Distributor shall obtain relevant permits to sell and distribute the Products compliant with all applicable laws and regulations.

Compliance with Applicable Sanctions :

Company and Distributor shall each retain responsibility for its compliance with all applicable Sanctions. Distributor hereby acknowledges that: (i) Company shall not be required by the terms of this Agreement to be directly or indirectly involved in any activities that may be prohibited by applicable Sanctions; (ii) Company’s intent is to comply with all U.S., EU, UN, Australia, the UK and other Sanctions that might be applicable to the Company or any of its group companies (the “Group”); and (iii) Company may take any actions that it deems appropriate for it to confirm compliance with applicable Sanctions and (iv) Distributor hereby confirms that it will not take any actions, including the sale, distribution or delivery of any products of the Group covered under this Agreement, that would cause the Group or Distributor to violate any applicable Sanctions.
Definitions
“Sanctions” means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. government authorities (including, but not limited to, the Treasury Department’s Office of Foreign Assets Control (OFAC), the U.S. Department of State and the U.S. Department of Commerce), the UN Security Council, the EU, Australia or the UK government, including Her Majesty’s Treasury.

Use of the Intellectual Properties :

Unless otherwise agreed, the Distributor shall have a non-sublicensable, non-transferable, non-assignable and non-exclusive right to use the Company’s trademark or the trademarks on any Products for selling and marketing the Products pursuant to the terms of the Agreement.

The Distributor shall not use the trademark for any other product and shall use the trademark only for the purpose of selling and marketing the Products in accordance with the terms of the Agreement.

All rights conferred to the Distributor shall terminate upon termination of the Agreement.

Termination:

The Company may terminate the Agreement by giving one month prior written notice without cause.

Either Party may terminate the Agreement if the other Party breaches or defaults on any of its obligations under the Agreement in any material respect.

Force majeure :

The Company is not responsible for any failure or delay in delivering any Products or in performing its obligations under the Agreement owing to war, civil commotion, riots, labor disturbances, epidemics, fire, typhoon, flood, earthquake, embargo, government control, or any other cause beyond the Company’s control.

Dispute resolution :

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The tribunal shall consist of three arbitrators. The language of arbitration shall be in English.

Governing law :

The governing law of the contract shall be the laws of the place where the contracting Esco office is registered.

STANDARD TERMS FOR DEALERSHIP

The standard terms (the “Standard Terms”) set forth below, together with any authorization letter (“Authorization Letter”) issued by Esco Technologies, Inc. (the “Company”), any written agreement(s) between the Company and you (the “Dealer”) and any purchase order(s), order confirmation(s) and proforma invoice(s) of purchases of the Products (as defined herein), are an integral part of the terms and conditions of business between the Company and the Dealer in relation to the dealership arrangement of the Products (as defined herein).

Definitions:

In these Standard Terms:

“Agreement” means the agreed terms between the Company and the Dealer in relation to the dealership arrangement of the Products from time to time, including these Standard Terms set out herein, the Standard Terms of Sales (if any), the non-disclosure agreement (if any), the Authorization Letter (if any), the Purchase Order(s), Proforma Invoice(s) and Order Confirmation(s) of purchases of the Products (if any) and any other written agreement(s) between the Parties.

“Region” means the place of establishment of the Dealer, or the territory and/or industry as otherwise specified in the Authorization Letter or as agreed.

“Parties” mean the Company and the Dealer.

“Product(s)” mean(s) the Company’s product(s) sold or to be sold to the Dealer pursuant to the Agreement.

Rights and restriction of the Dealer:

Unless written consent is given by the Company, the Dealer shall only promote and distribute the Products within the Region.

Exclusivity:

Unless otherwise agreed, the Company is entitled to engage other dealers and sales representative to promote and sell the Products within the Region.

Relationship with Dealer:

The Parties acknowledged the relationship between the Parties is not that of a principal and an agent, but that of a customer and a supplier.

The Dealer acknowledges and confirms that it is independent and not connected in any way with the Esco Lifesciences Group (Esco Lifesciences Group Ltd. together with its subsidiaries), its shareholders, directors and senior management, their respective family members and/or controlled entities, its former or current employees. The Dealer has not used the Esco Lifesciences Group’s brand/name and has not received any material loans or other financial assistance from the Esco Lifesciences Group.

Sales Target :

Sales target of the Dealer will be set by the Company at the beginning of each year and subject to adjustement by the Company at its sole discretion based on changes in the Company’s pricing of the Products and related transportation costs.

Payment :

Unless otherwise agreed, payment for the Products shall be made by the Dealer in net 30 days after shipment of the Products. For the avoidance of doubt, Dealer shall render all invoices directly to the end users.

Accept or cancel of orders from the Dealer :

The Company shall at its sole discretion accept an order, decline to accept an order, or cancel an order from the Dealer for any reasons.

Product return/exchange :

Products may be accepted for returns up to 90 days after original shipping date, subject to restocking fee. Standard Product is subject to a minimum 25% restocking fee so long as the items are returned in good condition. If the Product is damaged upon return to Company’s warehouse, Company retains the right to issue an invoice for a partial or full price of the Product ordered. Customized and Rare-Sell Product, defined as Product not listed on Company Free Stock Report, are non-cancellable once the Products have begun production, and non-returnable after delivery. If the end- users do not accept the Product for whatever reasons, the return is subjected to 100% restocking fee. The Dealer shall pay all transportation services for any item that is returned, including packaging, dismantling, and shipping charges. The Dealer may return Products with defects in materials or workmanship at the Company’s fault.

Resell and resell pricing policies :

The Dealer is recommended to follow the Manufacturer’s Suggested Retail Price (“MSRP”) provided by the Company for distribution of the Products. Unless otherwise specified such as in project tenders or large bids, the Dealer shall have the discretion in deciding the final resale price, but acknowledges that selling above MSRP can risk losing out to its competitors.

Shipping and inside delivery / installation :

This selling pricing of the Products to the Dealer shall be Ex- Warehouse (EXW) per INCOTERMS 2021, at Company warehouses, excluding shipping and inside delivery / installation. Unless otherwise agreed, the Dealer shall arrange for transportation of Products from Company warehouses to the end users, and arrange for the inside delivery / installation when requested by the end users. Dealer shall ensure their customers to inspect all Products within 5 days of receipt to cover shipping claims on damages, otherwise it will be deemed as accepted in good condition.

Warranty :

The warranty policy stated on the Company’s website time to time https://www.escolifesciences.com/services/warranty is deemed to be incorporated by reference into this clause. Dealer shall not make any alternate warranty on behalf of the Company that differs from the Company’s policy.

Regulatory compliance :

The Dealer shall comply with all applicable laws and regulations, including, without limitation, anti-bribery and anti-kickback laws and regulations. The Dealer shall obtain permits to sell the Products required under applicable laws and regulations.

Use of the Intellectual Properties :

Unless otherwise agreed, the Dealer shall have a non- sublicensable, non-transferable, non-assignable and non- exclusive right to use the Company’s trademark or the trademarks on any Products for selling and marketing the Products pursuant to the terms of the Agreement.

The Dealer shall not use the trademark for any other product and shall use the trademark of the Company only for the purpose of selling and marketing the Products in accordance with the terms of the Agreement.

All rights conferred to the Dealer shall terminate upon termination of the Agreement.

Confidentiality:

Dealer acknowledges that as a result of its engagement by the Company, Dealer has and will continue to have knowledge of, and access to, proprietary and confidential information of the Company and or is affiliates, including without limitation, Pricelist (including pricing strategies), product positioning, stock report, technology, inventions, technical information, drawings, competitor comparison, sales, service, financial, business, and marketing information and plans, customer leads from the Company, Company suppliers, and other trade secrets and proprietary information (collectively referred as the “Confidential Information”), constitutes valuable, special and unique assets of the Company, developed at great expense, which are the exclusive property of the Company. Accordingly, Dealer shall not, at any time, either during or thereafter, use, reveal, report, publish, transfer or otherwise disclose any of the Confidential Information to any third party without prior written consent from the Company, except when such Confidential Information become general public knowledge from authorized sources other than Dealer, or absolutely needed to sell Company Product. Dealer acknowledges that the Company would not enter into this Agreement without the assurance that all the Confidential Information will be used to sell Company Product. In the event that Dealer or its employees or agents become legally compelled to disclose any Confidential Information, Dealer agrees to notify the Company if possible before disclosure and to furnish only such portion of the Confidential Information which it is legally required to furnish. Upon the termination of this Agreement or upon the request of the Company, Dealer shall promptly delete all files containing all Confidential Information in its possessions or control and all their copies. Dealer agrees not to use this Confidential Information to sell against Company.

Termination:

Terminations without cause. The Company has right to terminate this Agreement upon sixty (60) days prior written notice to Dealer, and Dealer has the right to terminate this Agreement upon sixty (60) days prior written notice to the Company.

Termination with cause. Either the Company and the Dealer may terminate this Agreement upon the occurrence and/or continuance of a breach of this Agreement by the other, upon thirty (30) days after receipt by the breaching party of written notice by the non-breaching party.

Bankruptcy, Insolvency or Dissolution. This Agreement will terminate immediately and automatically if either the Company and the Dealer is subjected to voluntary or involuntary bankruptcy or insolvency proceeding, or upon the dissolution of either party.

Effect of Termination. Upon the termination of this Agreement for any reason, (i) Dealer shall promptly return to the Company all Products supplied by the Company and (ii) the Company will honor all purchase orders submitted by Dealer and accepted by the Company on or before the effective date of termination, if the Dealer make prepayment to Company prior to the shipment of the Product covered under said purchase orders. Otherwise, the Company reserves the right to sell the Products directly to the end user.

Force majeure :

The Company is not responsible for any failure or delay in delivering any Products or in performing its obligations under the Agreement owing to war, civil commotion, riots, labor disturbances, epidemics, fire, hurricane, tornado, flood, earthquake, embargo, government control, port congestion, canal obstruction, or any other cause beyond the Company’s control.

Dispute resolution :

Any dispute arising out of or in connection with this terms, including any question regarding its existence, validity or termination, shall be attempted to resolved between Company and Dealer first, but if no mutual agreement is achieved, shall be resolved by a court of competent jurisdiction. All actions to enforce any rights under this Agreement shall be brought and enforced in the federal or state courts located in the Montgomery County of Pennsylvania and each party hereby irrevocably submits to the jurisdiction of such courts. Each party hereby authorizes and accept service of process and personal jurisdiction in any action against it by certified mail, return receipt requested. Each party hereby irrevocably waives any right to a jury trial.

Governing law :

This Agreement shall be governed and construed according to the laws of the State of Pennsylvania without regard to conflicts of law’s provisions.