General term and conditions of sale and delivery- Pfizer

1. General

1.1 These General Terms and Conditions of Sale and Delivery apply to all offers of Pfizer bv or
any Dutch company belonging to the (Pfizer) Group of Companies as meant in 2:24b BW (civil
code), that makes use of these general terms and conditions (hereinafter to be referred to
as: "Pfizer"), all agreements concluded with Pfizer, and any and all follow-up agreements
between the parties. By placing an order, the buyer accepts the applicability of these terms
and conditions.
1.2 In these terms and conditions, the "Buyer" is understood to mean any person or legal
entity who/that has concluded or wishes to conclude an agreement with Pfizer.
1.3 Where applicable, "goods" will be understood to include "services" in t hese terms and
conditions.
1.4 If one or more of the provisions of the General Terms and Cond itions turn out to be
invalid, the other provisions shall continue to apply in full.

2. Prices and quotes

2.1 All price and other quotes by Pfizer shall be entirely without obligation and exclusive of
VAT.
2.2 Pfizer shall be entitled to withdraw its offer in writing within 48 hours after acceptance
by the Buyer.
2.3 In the event of interim changes in its sales price, Pfizer reserves the right to charge the
price applicable on the date of shipment according to Pfizer's price list, even if a price
has already been agreed on. In such a case, the Buyer shall be entitled to rescind the
agreement i n writing. Pfizer shall also be entitled to pass on immediately to the Buyer the
effects of government measures, including court decisions, regarding delivery of the
goods or the price of or payment for this.
2.4 Price lists, brochures and other information provided with a quote are as accurate as
possible, but serve only as indications.
2.5 Offers from stock shall always be subject to sale in the meantime, that is, while stocks
last.

3. Formation of agreements

3. 1 An agreement between Pfizer and the Buyer is concluded if Pfizer has confirmed in
writing the Buyer's order, or if Pfizer has begun to execute the Buyer's order.
3.2 Changes or additions are only binding on Pfizer if they are confirmed by Pfizer in writing.
3.3 Messages sent electronically are only considered to have reached Pfizer after Pfizer has
taken cognisance of their contents. Orders placed electronically are binding on the Buyer
without confirmation from Pfizer being required.

4. Delivery and delivery periods

4.1 Unless explicitly agreed otherwise in writing, delivery times quoted can never by
regarded as deadlines. In the event of overdue delivery, Pfizer will only be in default after written notice of default was given.
4.2 Pfizer shall be entitled to make partial deliveries. If there is a partial delivery, the Buyer must pay the invoice relating to this as if it concerned a separate transaction.
4.3 Delivery periods shall commence as from the time Pfizer possesses all information requested by it from the Buyer.
4.4 Orders with a net order value below EUR 5,000 exclusive of VAT are delivered ex warehouse (Ex Warehouse, lncoterms 2000). Unless agreed otherwise in writing, a surcharge can be levied on such orders for handling and transport costs. Above the net order value of EUR 5,000, deliveries will be duty paid (Delivery Duty Paid, lncoterms 2000).
4.5 Pfizer may demand pre-payment, cash on delivery or security from the Buyer at any time for deliveries, and to suspend or refuse delivery if the pre-payment or cash on delivery is not provided or if the desired security is not furnished to Pfizer's satisfaction.

5. Resale/Delivery

5.1 The goods shall be packaged for sale in the Netherlands. The Buyer may not directly or indirectly export the goods to a country outside the European Economic Area ("EEA", which consists of the European Union, Norway, Iceland and Liechtenstein). In addition, the Buyer may not directly or indirectly sell or deliver the goods to a third party (a) which it knows, or reasonably may suspect, wants or will export the goods to a country outside the EEA, or (b) without stipulating that this third party shall comply with the aforementioned export restriction.
5.2 The Buyer must at all times have the required permits/licences regarding all goods delivered to it, must comply at all times with the conditions stated under these and shall upon Pfizer's request promptly provide Pfizer with a copy of these permits/licenses.
5.3 If the Buyer is a wholesaler, it must only sell goods in the original packaging, without any changes or damage to this.
5.4 The Buyer shall never use the goods as a gift and never offer or deliver these with other goods for a total price.
5.5 Pfizer shall be entitled at all times to take back at its expense, for whatever reason, goods delivered in exchange for a simultaneous credit or refund of the purchase price owed or paid. The Buyer undertakes to fully cooperate in this regard and to follow all of Pfizer's instructions in this connection.
5.6 The Buyer must - if necessary - be able to demonstrate to Pfizer at all times to whom it has resold and delivered which goods. The Buyer must immediately report to Pfizer all information received by it concerning use of the goods by the end user.

6.Payment

6.1 Payment for all goods delivered must be made within 30 days of the invoice date..
6.2 Pfizer may, before making or continuing its performance, to demand security from the Buyer at all times for the Buyer's fulfilment of his obligations. All rights to suspend performance and to setoff by the Buyer are hereby excluded.

7. Interest and costs

7.1 If payment has not been made within 30 days in accordance with Article 6.1, the Buyer shall be in default by operation of law without a notice of default being required, and, without prejudice to Pfizer's other rights, it shall owe interest on the invoice amount equal to I % per month (or portion thereof) or, insofar as higher, the refinancing interest established by the European Central Bank for its most recent main refinancing operation that has taken place before the first calendar day of the half-year concerned, increased by 7%.
7.2 All extrajudicial and judicial collection costs are payable by the Buyer, and are to be set at least at 15 % of the amount payable by the Buyer. In the event that a court rules wholly or partially in favour of Pfizer in legal proceedings against the Buyer, the Buyer will be obliged to pay the amounts not awarded by the court to Pfizer.

8. Retention of title

8.1 Pfizer retains the ownership of all goods delivered and to be delivered to the Buyer until the price for these goods is paid in full. In the event that Pfizer perform s any work for the Buyer in the scope of this purchasing agreement, the ownership is also retained unt il the Buyer has fully paid the relevant receivables. In addition, ownership is retained for any claim Pfizer could get against the Buyer on grounds of the Buyer's failure to perform one or more of his obligations vis-a-vis Pfizer.
8.2 In the event that the Buyer fails to perform his obligations to pay, or if Pfizer has valid grounds to fear that he will fail to meet these obligations and is not able to provide proper security, Pfizer may take back the goods delivered under retention of title. After the goods have been taken back, the Buyer will be credited for their market value. The taking back does not affect Pfizer's other rights in connection with the Buyer's failure to perform.
8.3 Notwithstanding the foregoing, risk in the goods shall pass on delivery of the same to the Buyer and, until such time as title in the goods has passed to the Buyer, the Buyer shall insure such goods to its replacement value.

9. Complaints

9.1 The Buyer must promptly check all goods and packaging supplied for deficiencies or visible defects, or perform such check after having received notification that the goods are at the disposal of the Buyer. The Buyer must promptly specify or have specified any defects on the invoice and/or shipping documents, and report such defects to Pfizer by
return of post and no later than 2 working days. In the absence of such report, complaints regarding such defects will not be dealt with anymore.
9.2 Complaints regarding defects not visible upon delivery and other defects are subject to a deadline of I month after delivery, and such defects must be reported to Pfizer within 2 working days after they have been discovered or should have been discovered.
9.3 Upon expiry of the periods specified in this Article, the Buyer is considered to have approved the delivered items and/or invoice, and all rights of the Buyer in that respect have lapsed.
9.4 Pending the investigation to be held, the Buyer must either keep the goods in his possession or, if Pfizer so requests, return the goods to Pfizer. Only if Pfizer specifically says so in advance writing can the goods be returned to Pfizer. If Pfizer consent to a return of goods transport will be at the risk of the Buyer. The costs of the investigation, including transportation costs, shall be payable by the Buyer, unless culpable default on the part of Pfizer is established.

10. Liability and Indemnification

10. 1 Pfizer's obligations as a result of culpable default or on any other legal basis is limited, at the discretion of Pfizer, to the repair of the defect (free of charge), replacement of the defective good, and/or renewed performance of the services provided, or repayment of the amounts received from the Buyer in connection with the defective performance, in which case the agreement shall be regarded as dissolved as far as the defective
performance is concerned.
10.2 Under no circumstance is Pfizer liable for any damage caused by delay or loss of data, and loss of turnover or profits.
10.3 Pfizer shall indemnify the Buyer against any loss incurred by the Buyer which arises directly as a result of death or personal injury arising from any fault or defect in the materials or workmanship of the goods, subject to the condition that the Buyer shall:
a. Promptly on becoming aware of any claim or threatened claim, promptly notify such claim to Pfizer in writing giving all details of the claim;
b. forward all correspondence and related documents relating to the claim to Pfizer promptly on receipt and at all times, whether before or after any payment by Pfizer pursuant to this article I 1.2, give reasonable co-operation and provide any information as Pfizer may reasonably require to investigate and defend the claim, in each case, at Pfizer's cost;
c. take all reasonable steps to avoid or mitigate any loss or liability which may give rise to a claim; and
d. not make, or permit to be made, any admission, compromise, release, waiver or offer relating to the claim or take any other action which may adversely affect Pfizer's defence, disposal or settlement of the claim without Pfizer's prior written consent.
10.4 The indemnities set out at article I 1.3 shall not apply to the extent that the liability which is the subject of the indemnity arises as a result of any act or omission of the Buyer, any breach of these terms by the Buyer or any use of the Goods in a manner not authorised and not contemplated by Pfizer.

11 Force majeure

11.I Force majeure will be understood to mean all circumstances beyond the control of a party, its suppliers and auxiliary persons that make or will make performance of this agreement without default impossible. Such a party may invoke force majeure if the circumstance causing force majeure occurs after performance should have been made.
11.2 ln the event of force majeure, that party is not liable. In the case of temporary force majeure, the obligations of this party under the agreement will be suspended to the extent that these are affected by force majeure; in the case of permanent force majeure, which is in any case a force majeure situation exceeding 60 calendar days, either party may dissolve the relevant agreement as far as it is affected by force majeure, without being
obliged to pay any compensation.

12. Disputes

12.1 All offers, agreements and performance of agreements shall be subject to the laws of the Netherlands, with the exclusion of the Vienna Sales Convention.
12.2 The Court in Rotterdam shall be competent to take cognizance of any disputes, without prejudice to Pfizer's right to bring a dispute before any other competent Court.

13. Changes to the General Terms and Conditions

Pfizer may change these General Terms and Conditions. Any change shall be binding 30 days after the Buyer has been notified of the change.