Taiwan Bio-Manufacturing Corporation (“TBMC”) may issue a purchase order to the supplier to procure products and services. The supplier shall provide the products and services as specified in the purchase order. Time is of the essence in fulfilling the purchase order, and the supplier agrees to deliver or provide services by the delivery date. When the supplier begins to perform under this purchase order, it shall be deemed to have accepted the contents of the purchase order and these “Terms and Conditions,” even in the absence of a formally signed written agreement between the parties.

In the event of a formally signed written agreement between the parties, such agreement shall govern. No changes to the purchase order, including price, quantity, delivery or installation dates, or any other terms, shall be effective unless approved in writing by TBMC. The supplier shall not substitute or provide products or services in excess of the ordered quantity without prior written consent from TBMC. TBMC may, at any time, make reasonable changes to the scope of the purchase order in writing, including but not limited to TBMC’s requirements, quantities, delivery schedule, testing methods, or delivery location. The supplier shall implement such changes unless they impose a significant burden, in which case the supplier shall immediately notify TBMC.

The supplier shall fulfill the purchase order in a single delivery unless otherwise requested or authorized in writing by TBMC on or before the delivery date. The supplier shall include all user manuals, manufacturer warranties, or other information intended to accompany the products in its shipments. Unless otherwise specified in the purchase order, the shipping terms shall be D.D.P. (Delivered Duty Paid) to the designated delivery location. If there is a risk of delayed delivery or service provision, the supplier shall immediately notify TBMC in writing and, at TBMC’s request, change the shipping method at the supplier’s expense. If the products or services are not fully delivered by the delivery date, a penalty of 0.5% of the total purchase order amount will be charged for each day of delay. In case of delayed delivery or service provision, TBMC has the right to cancel or terminate the purchase order in whole or in part without liability to the supplier, provided that TBMC has not yet received complete goods or services. The supplier shall compensate TBMC for all losses incurred, including but not limited to reasonable attorney fees.

The supplier guarantees to supply products and/or services to TBMC at the most favorable prices. Unless otherwise stated in the purchase order, the prices in the purchase order shall include all costs necessary for the products and services (including but not limited to transportation, labeling, duties, storage, insurance, packaging, and handling). TBMC shall not be liable for any additional costs related to the products and/or services beyond the prices stated in the purchase order. The prices in the purchase order include any and all applicable taxes and government fees related to the production, sale, transportation, use of the products, materials, or services specified in the purchase order.

For all potentially hazardous products and/or services, the supplier shall provide information to the relevant TBMC departments, and such information shall at least include what is necessary to comply with environmental, health, and safety regulations of the applicable jurisdiction for the product or service.

TBMC will make a commercially reasonable effort to complete acceptance of the goods and/or services promptly after receipt; however, both parties acknowledge and agree that products and/or services may have latent defects that cannot be detected through reasonable inspection or testing. TBMC has the right to notify the supplier of any latent defects within thirty days of discovery, and such products or services shall be deemed non-compliant upon notification. Payment shall be made under the terms specified in the purchase order, and the payment term shall be 60 days from the receipt of a complete, correct, and undisputed invoice from the supplier unless otherwise agreed in writing. Failure to submit a complete and correct invoice may result in delayed payment. TBMC may deduct from payments due to the supplier any amounts owed to TBMC under any other agreement or order between the parties.

TBMC may return non-compliant products to the supplier, who shall refund or replace them upon TBMC’s request and bear the costs of return and replacement. For non-compliant services, TBMC may require the supplier to re-perform the services at the supplier’s expense. Payment by TBMC for products or services does not constitute acceptance or waiver of any rights or claims. If the supplier fails to perform necessary inspection, removal, replacement, rework, and refund in a manner that meets TBMC’s requirements, TBMC may obtain substitute products or services from other suppliers, with all costs borne by the supplier.

The supplier represents, warrants, and covenants to TBMC that:
(a) the supplier is a legally existing company;
(b) the supplier has all rights, qualifications, authorizations, and authority necessary to enter into and perform the purchase order obligations;
(c) the supplier’s performance of its obligations does not violate any applicable laws, regulations, rules, or orders;
(d) the supplier’s performance or TBMC’s use of the products and services does not infringe any third party’s intellectual property rights;
(e) the products and services are free from liens and encumbrances, and there are no existing or potential claims that may materially adversely affect the supplier’s ability to perform its obligations or TBMC’s rights under the purchase order;
(f) the supplier has appropriate agreements with its employees and contractors to fulfill its obligations under the purchase order;
(g) the products and services are free from defects and will operate to meet TBMC’s needs;
(h) if the intended use of the products and services is known to the supplier and TBMC relies on the supplier’s judgment and selection, the products and services shall be fit for such intended purposes;
(i) the products are new and not used, remanufactured, or refurbished; and
(j) the supplier will provide services with professional, skilled conduct and adhere to high industry standards.

Unless otherwise agreed in writing, the warranty period shall be at least three years from the date TBMC completes acceptance, but if applicable laws and/or regulations require a longer warranty period, such longer period shall apply. During the warranty period, the supplier shall provide free warranty service and bear the transportation costs.

The supplier represents and warrants that all products or services produced or provided comply with all applicable laws, ordinances, and all relevant lawful orders. The supplier further represents and warrants that it will comply with TBMC’s policies and guidelines, particularly TBMC’s Integrity and Confidentiality Commitment. The supplier understands that TBMC does not tolerate any form of bribery or corruption in its business activities. Accordingly, the supplier represents and warrants that it will not, directly or indirectly, offer, promise, or give any financial or non-financial benefits to government officials, TBMC employees, agents, directors, managers, or other persons to influence TBMC’s actions or decisions. Both parties agree that any breach of this clause constitutes a material breach of the terms, and TBMC has the right to terminate the order immediately and seek compensation from the seller for any resulting losses.

This purchase order is governed by the laws of the Republic of China (Taiwan). Both parties agree to submit to the jurisdiction of the Taipei District Court in Taiwan for the first instance.