Terms and Conditions for the Purchase of Goods and Services

Where referred to herein, it shall be understood that the following terminology applies:

Buyer: Packaging Coordinators, Inc. (“Company”) and its Affiliates (as defined herein). “Affiliate(s)” means, with respect to any Person, any other Person that controls, is controlled by or is under common control with such Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) shall mean the ownership of at least fifty percent (50%) of the voting share capital of a Person or any other comparable equity or ownership interest of at least fifty percent (50%). Notwithstanding the foregoing, with respect to Company, the term “Affiliate” shall expressly exclude any private equity fund, portfolio company, investment company or other similar entity that may have an ownership interest in Company but is not a legal operating entity for purposes of Company’s business.

“Person” means any individual or legal operating entity, which may include, without limitation, any corporation, partnership, limited liability company, or firm.

Company’s Affiliates include, but is not limited to, those companies and/or persons listed on Addendum A attached hereto.

Seller: The Person selling the goods identified in the attached purchase order.

1. CONTRACT FORMATION. Buyer’s purchase order, communicated by any means, constitutes Seller’s acceptance of all Buyer’s Terms and Conditions of sale which are set forth on Buyer’s purchase order or order acknowledgment. Buyer’s acceptance, whether by acknowledgment or performance, is expressly made conditional on Seller’s assent to Buyer’s Terms and Conditions which assent is manifested by Seller’s order entry by whatever means used by Seller. In the event Buyer’s purchase order or order acknowledgment constitutes an offer, Seller’s acceptance is expressly limited to Buyer’s Terms and Conditions of sale which acceptance is manifest by order entry by whatever means used by Seller. Buyer’s Terms and Conditions of sale take precedence over and supersede any conflicting, different, inconsistent or additional terms contained in any of Seller’s documentation or electronic transmissions, and any such conflicting, different, inconsistent or additional terms are hereby expressly objected to and rejected by Buyer. For purposes of these Terms and Conditions of sale, the term “Contract” shall mean either: (i) the satisfaction of the terms set forth in this Section 1 that results in the formation of a contract between the parties, or (ii) a definitive written agreement executed by the parties (as amended, supplemented and modified from time to time) which shall govern any purchase order and fulfillment thereof.

2. CONDITIONS OF SALE. All purchase orders shall be subject to Buyer’s Terms and Conditions of sale set forth herein, and none of these Terms and Conditions may be added to, modified, amended, superseded or otherwise altered except by a written instrument signed by an authorized executive officer of Buyer. No oral statements or understandings shall be deemed a part of the agreement between Buyer and Seller. Failure of Buyer to object to any terms or conditions contained in any acknowledgment, invoice or other written form utilized by Seller shall not in any way be construed as a waiver of these Terms and Conditions or an acceptance of any such terms or conditions.

3. ASSIGNMENT AND SUBCONTRACTING. Seller shall not, without PCI’s prior written consent, assign or transfer the Contract or any of its rights or obligations thereunder to any other person, firm or company.

4. PRICES. Seller represents that the price of goods and/or services are comparable to or better than those offered to any other customer purchasing the same or similar quantity of goods or services. If Buyer places an order for a customer who is receiving more favorable net pricing from Seller (after any discounts, rebates or allowances), Seller shall extend the same pricing to Buyer. All deliveries of goods and/or services which become subject to any lower ceiling price will be billed at the lower ceiling price.

5. TAXES. The price of goods and/or services shall include all applicable federal, state and local taxes, duties and fees, unless otherwise specified in a purchase order. Seller shall accept any tax exemption certificates provided by Buyer.

6. PAYMENT TERMS. Seller shall invoice Buyer concurrently with any shipment of goods or delivery of services. Unless otherwise specified, payment terms for goods and/or services shall be net ninety (90) days after Buyer’s receipt of goods or delivery of services. If the date for any payment under this purchase order falls on a Saturday, Sunday or legal holiday, payment shall be made as specified on the next following business day.

7. SHIPMENT. Unless otherwise specified on the purchase order, (i) all international shipments using Buyer’s carrier shall be FCA Incoterms (2020), and all international shipments using Seller’s carrier shall be DDP Incoterms (2020), and (ii) all domestic shipments using Buyer’s carrier shall be FOB Origin (as defined under the Uniform Commercial Code (“UCC”)), and all domestic shipments using Seller’s carrier shall be FOB Destination (as defined under the UCC). Seller shall invoice Buyer only the actual amount charged by the freight carrier to Seller, which shall include any discounts negotiated between the freight carrier and Seller. Notwithstanding anything to the contrary set forth herein, risk of loss to the goods shall pass to Buyer upon delivery to Buyer, and title to the delivered goods shall pass upon acceptance of the goods by Buyer. Where the cost of transportation is prepaid by Seller, a copy of the paid freight bill and the bill of lading, both complete with purchase order number, will be included with the invoice containing the transportation charges. Goods received without an invoice shall be held at Seller’s risk and expense. All goods shall be suitably packed and prepared for shipment to ensure safe transportation. Packing lists shall accompany the goods and shall include the order number, description of items shipped and any other information required by the purchase order, including, but not limited to, a certificate of conformance and/or certificate of analysis. All shipments must be clearly marked, providing complete shipping information, including any person’s name which appears with the ship to instructions.

8. INSPECTION TESTING AND SAMPLES. If required by Buyer, Seller shall submit samples of the goods for Buyer’s review, analysis and approval before the goods are delivered or before the services are performed (as the case may be). Such samples of goods should be marked by Seller clearly and appropriately for identification. Buyer shall be entitled to inspect and test the goods during manufacture, processing and storage and Seller shall, at its own cost, provide or procure the provision of all such facilities as may be reasonably required by Buyer. If, as a result of any inspection or test, Buyer’s representative is of the reasonable opinion that the goods or the services do not comply with the applicable specifications or any other aspect of the Contract or are unlikely on completion of manufacture or processing to comply, such representative may advise Seller accordingly and Seller shall promptly take all such reasonable steps and actions as may be necessary to remediate such issues.

9. DELIVERY. Delivery times are of the essence, and Seller shall promptly notify Buyer’s Purchasing Department (by telephone, facsimile or email) if for any reason a purchase order cannot be filled on the date specified. Seller shall arrange for delivery on the delivery date indicated on the purchase order, and no earlier than two (2) days prior to such delivery date. If any delivery exceeds the quantity of goods identified in Buyer’s purchase order by more than five percent (5%), Buyer may at its option reject and return such surplus goods at Seller’s sole cost and expense. Any delivery of less than one hundred percent (100%) of the quantity of goods identified in Buyer’s purchase order constitutes a material default, in which case, Buyer may elect, in its sole discretion, to cancel the remaining portion of the purchase order for the undelivered goods and receive a refund (if paid) for such undelivered goods from the Seller, or upon Buyer’s request, Seller shall expedite shipment of the undelivered portion of the goods and Seller shall bear all costs and expenses associated therewith. Where pursuant to the Contract, goods are delivered to premises other than PCI’s premises, a copy of the packing slip and the certificate of conformance and/or analysis shall be sent to PCI on the day upon which the goods are delivered to such premises.

10. ACCEPTANCE OR REJECTION OF GOODS. Goods shall be deemed accepted upon receipt, unless within sixty (60) days of receipt, Buyer returns any goods which do not comply with the purchase order or applicable product specifications, or in the case of a defect not ascertainable by routine inspection, Buyer notifies Seller within sixty (60) days following discovery thereof; provided, however, such acceptance shall not relieve Seller of its obligation with respect to any Defective Goods (defined herein). Goods not conforming to the Contract, including substitutions not properly approved and authorized, or the applicable product specifications, shall be considered defective (“Defective Goods”). Buyer may, at its option, either (i) require Seller, at Seller’s sole cost and expense, to correct or replace Defective Goods and ship them to Buyer within a commercially reasonable timeframe or (ii) require Seller to reimburse Buyer for the full cost of acquiring substitute goods from a third party supplier on an expedited basis. Seller shall also be required to reimburse Buyer for all costs and expenses incurred by Buyer in recovering customer product from packaging containing Defective Goods, re-packaging customer product with the replacement goods or substitute third-party goods.

11. CHANGE OR CANCELLATION. Buyer may at any time request in writing changes to a purchase order. If any such change causes an increase or decrease in the costs of or the time required for performance, Seller shall immediately notify Buyer of actual costs or of the additional time required for performance, if any, incurred for such change, and Buyer shall pay for all such additional costs. No additional charge or change in the specifications, packing, shipment, quantities, delivery schedules, and other matters will be allowed unless authorized by Buyer in writing. Buyer may cancel any purchase order in whole or part by providing Seller written notice prior to the applicable delivery date, including any portion of the purchase order which remains unfilled after the commencement of any bankruptcy or insolvency proceeding by or against Seller or after the appointment of an assignee for the benefit of Seller’s creditors or of a receiver. Buyer’s sole liability shall be for goods completed and delivered to Buyer in accordance with the purchase order and for Seller’s reasonable costs for any raw materials and work in progress through the date of cancellation, provided that such costs are solely attributable to the purchase order and not recoverable from other sources. If Buyer cancels a purchase order, in whole or in part, following Seller’s delivery of Defective Goods, Buyer shall have no liability whatsoever under such purchase order. Seller shall take all reasonable steps to avoid incurring any additional costs under a cancelled purchase order. In no event will Buyer be liable for any indirect, consequential, incidental, special or punitive damages under any circumstance, including without limitation lost revenues or profits.

12. FORCE MAJEURE. Buyer shall not be liable to Seller or deemed to be in breach of the Contract by reason of any delay in performance or any failure to perform any of its obligations in relation to the goods or the services, if the delay or failure was beyond its reasonable control including (but not limited to) strikes, lock-outs, accidents, weather-related issues, cybersecurity attacks, epidemics, pandemics, government orders, war, fire, reduction in or unavailability of power or breakdown of plant or machinery. If the cause of such suspension shall continue for more than six (6) months, either party shall have the right to terminate the Contract upon giving not less than seven (7) days’ prior written notice to the other and the only liability of Buyer shall be to pay the Seller for goods received and services performed in accordance with the Contract prior to the date of such suspension.

13. QUALITY. Seller hereby represents and warrants to Buyer that, at the time of delivery, all goods delivered pursuant to a purchase order shall strictly conform to the applicable specifications (including without limitation functional performance, material content, size, appearance, response times, etc.) presented to and approved by Buyer and the specifications set forth in any quality agreement between Buyer and Seller. Seller further represents and warrants that all goods shall be free from defects in workmanship and material, including latent defects, and free from defects in design, and that any services performed shall be done in a professional and workmanlike manner. If applicable, Seller agrees that it shall utilize and maintain current industry technology in filling purchase orders, expressly including vision inspection capability (in lieu of barcode scanning) to verify printed copy.

14. COMPLIANCE. Seller hereby represents and warrants to Buyer that (i) it shall comply with all applicable federal, state and local laws and regulations in the provision of goods or services hereunder, (ii) it and its representatives and employees will comply with and have not violated, and will not violate, any applicable anti-slavery, labor (including, without limitation, prison or child labor) anti-corruption or anti-bribery laws and/or regulations, including without limitation the U.S. Foreign Corrupt Practices Act, as amended or supplemented from time to time, and (iii) it has not been and will not be debarred under Section 306 of the Federal Food, Drug and Cosmetic Act, 21 U.S.C §335a(a) or (b), or similar local law and that it will not use in any capacity the services of any individual, corporation, partnership, or association which has been debarred thereunder. In the event that Seller becomes aware of or receives notice of any violation of the foregoing or the debarment of any individual, corporation, partnership, or association providing services to Seller, Seller shall notify Buyer immediately. Moreover, where the Seller is required to perform the services or part thereof at Buyer’s premises or such other premises as are detailed in the purchase order, Seller shall ensure that its employees, officers, agents and sub-contractors shall strictly comply with all health and safety, security, environmental and any other applicable standards or requirements detailed in any statute, order, industry Code of Practice or similar regulation, or as otherwise required by the owner or occupant of the premises.

15. CONFIDENTIALITY. Each party shall maintain in confidence, and there shall be no disclosures to any third parties, of all confidential or proprietary information disclosed by one party to the other in connection with the subject matter of a purchase order, whether in writing or other tangible form, orally or otherwise (including any drawings, blueprints, specifications, samples or other information provided by Buyer to Seller); provided, however, information in the public domain prior to any disclosure hereunder or which becomes part of the public domain through no fault of the recipient, information in the possession of either party prior to disclosure hereunder and not having been disclosed to the other by either party, information independently developed by either party and not the result of information disclosed hereunder, or information disclosed to either party by a third party having a lawful right to do so shall be excluded from the obligation of non−disclosure hereunder. Upon the request of the disclosing party, the recipient shall return all confidential or proprietary information to the disclosing party. No rights or license, by implication or otherwise, under any intellectual property rights, including but not limited to, patents, patent rights or trade secrets, is granted by either party to the other.

16. INDEMNIFICATION; INSURANCE. Seller shall indemnify, defend and hold Buyer, its Affiliates, and their respective agents, employees, officers, directors, shareholders, owners, and representatives harmless from and against any and all governmental and third party claims, demands and actions and resulting costs, expenses, liabilities, damages, losses and fees, including reasonable attorneys’ fees and costs to the extent arising from (i) Seller’s violation of applicable laws and regulations, (ii) Seller’s breach of any of its obligations hereunder, (iii) any Defective Goods provided by Seller, and (iv) any claim that the goods, or any means to manufacture the goods, infringe any patent, trademark, trade secret, copyright, or other proprietary interest. Seller shall maintain product liability, property damage and employee’s liability and compensation insurance sufficient to protect Buyer from any claims under any applicable law, statute, or regulation.

17. CONTROLLING LAW. The validity and interpretation of these Terms and Conditions of Sale shall be governed by the law of the state shown in Buyer’s address on the face of the purchase order, excluding its conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sales of Goods (1980) is excluded.

18. DEFAULT. In the event of default or breach of Seller in the performance of any or all of the provisions of any agreement arising out of this transaction, Buyer may cancel any outstanding purchase order and shall, in addition, have all the remedies afforded under the Uniform Commercial Code and any other applicable law. Seller shall, in addition, be liable for Buyer’s expenses incurred in exercising any remedies available to it, including, without limitation, Buyer’s reasonable attorney’s fees and legal expenses. Any remedies of Buyer set forth herein shall be cumulative (not exclusive) and shall be in addition to any other remedies Buyer may have at law.

19. AFFIRMATIVE ACTION. It is the policy of Buyer to provide equal employment and advancement opportunities to all qualified individuals. To achieve this goal, Buyer is dedicated to taking affirmative action to employ and advance in employment qualified women, minorities, disabled persons, disabled veterans, and other protected veterans, in compliance with Executive Order 11246, Section 503 of the Rehabilitation Act of 1973 and Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, 38 U.S.C. 4212 (2001) (Section 4212 or VEVRAA) and the implementing regulations. Buyer is committed to taking voluntary, positive action in providing affirmative action and equal employment opportunity to women, minorities, disabled persons, disabled veterans, and other protected veterans. All personnel actions, including compensation, benefits, recruitment, hiring, training, and promoting persons in all job titles, will be administered without regard to race, ethnicity, national origin, gender, disability, veteran, or other protected status, and all employment decisions are based solely on valid job requirements. In addition, employees and applicants are protected from harassment, threats, coercion, intimidation, interference or discrimination for: (1) filing a complaint; (2) assisting or participating in an investigation, compliance review, hearing, or any other activity under Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, 38 U.S.C. 4212 or any other law requiring equal opportunity for disabled persons, and other protected veterans; (3) opposing any practice made unlawful by these laws; or (4) exercising any other right protected by these laws. As a federal government contractor, Buyer expects all of its subcontractors, suppliers and vendors to comply with all of their applicable obligations under Executive Order 11246, Section 503 of the Rehabilitation Act of 1973 and Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, 38 U.S.C. 4212 or any other law requiring equal opportunity for disabled persons, and other protected veterans. Further, the equal employment opportunity clauses set forth in 41 CFR 60-1.4(a), 41 CFR 60-250.5(a) and 41 CFR 60-741.5(a) are hereby incorporated by reference into all of the transactions between our companies.

20. EXPORT CONTROL. Seller shall not sell, transfer, transship through, export or re-export any good(s) to Buyer from the Xinjian Uyghur Autonomous Region of China, Russia, Belarus, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, Zaporizhzhia, Kherson, or Luhansk Regions of Ukraine or from any restricted, sanctioned, or embargoed region as may be designated by any applicable government authority unless otherwise authorized by such governmental authority. Seller further certifies, covenants, represents and warrants that: (i) the good(s) have not been transferred from nationals of those countries or from any destination, organization, or other individuals or entities from whom transfer is prohibited under U.S. or other applicable export control or economic sanction laws; (ii) Seller understands and will comply with U.S. and other applicable export control and economic sanction laws in connection with providing product(s) or services to Buyer; and (iii) Seller has the appropriate policies and procedures in place to ensure compliance with all applicable export control and economic sanction laws, such as screening of parties with whom Seller transacts business.

ADDENDUM A

Company Affiliates

AndersonBrecon Inc., d/b/a PCI Pharma Services (Rockford, Illinois, U.S.A.)
AndersonBrecon (UK) Limited, trading as PCI Pharma Services (Hay-on-Wye, Wales, U.K.)
Biotec Services International Limited, trading as PCI Pharma Services (Bridgend, Wales, U.K.)
LSNE-Madison, LLC (Madison, Wisconsin, U.S.A.)
LSNE-Leon, S.L.U (Leon, Spain)
Lyophilization Services of New England, Inc. (Bedford, New Hampshire, U.S.A.)
Millmount Healthcare Limited, trading as PCI Pharma Services (Dublin, Ireland)
Penn Pharmaceutical Services Limited, trading as PCI Pharma Services (Tredegar, Wales, U.K.)
Packaging Coordinators, LLC, d/b/a PCI Pharma Services (Philadelphia, Pennsylvania, U.S.A.)
PCI Pharma Services New England, LLC (Bridgewater, Massachusetts, U.S.A)
Pharmaceutical Packaging Professionals Pty Ltd (Port Melbourne, Victoria, Australia)
PCI Pharma Services Canada, Inc. (Burlington and Mississauga, Ontario, Canada)
PCI Pharma Services Germany GmbH (Großbeeren, Germany)
Sherpa Clinical Packaging, LLC, d/b/a PCI Pharma Services (San Diego, California, U.S.A.)
PCI Pharma Services Ohio, LLC (West Chester, Ohio, U.S.A.)
PCI San Diego, Inc. (San Diego, California, U.S.A.)