TBMC Purchase Order Terms and Conditions (Version 2025/10/20)

The following Purchase Order Terms and Conditions of Taiwan Bio-Manufacturing Corporation (hereinafter referred to as “Terms”) apply to all purchase orders issued by Taiwan Bio-Manufacturing Corporation (hereinafter referred to as “TBMC”) on or after October 20th, 2025.

1. Formation and Scope of Application

  1. TBMC may acquire products and services from Supplier by issuing purchase orders, and Supplier shall provide the products and services specified in the purchase orders.
  2. When Supplier signs a purchase order or begins to perform the obligations under a purchase order, it shall be deemed to have agreed to the contents of the purchase order and this Terms. If no formal written contract is executed by both parties, the purchase order and this Terms and any updated purchase order and/or Terms constitute the complete agreement. If a formal written contract is executed by both parties, such contract shall govern.
  3. The Supplier’s standard terms or general terms shall not be binding or effective on either party unless explicitly agreed to in writing by TBMC. Even if TBMC gives its consent, in the event of any conflict between the Supplier’s standard or general terms and this Terms, this Terms shall prevail with respect to the conflicting parts.

2. Amendments to Purchase Orders or This Terms

  1. Any supplement, deletion, or amendment to the purchase order or this Terms shall not be effective without TBMC’s prior written consent.
  2. TBMC may make reasonable written changes to the contents of a purchase order at any time, including but not limited to TBMC’s reasonable requirements, quantities, delivery schedules, testing methods, or delivery locations. Except where such changes cause a significant burden on the Supplier, the Supplier shall execute such changes immediately, and the applicable purchase order shall be amended to reflect such changes. If such changes impose a significant burden on the Supplier, the Supplier shall immediately notify TBMC in writing.

3. Delivery

  1. Unless otherwise required or agreed in writing by TBMC, the Supplier shall fulfill the purchase order by means of a single delivery.
  2. For products or services under the purchase order that require installation or testing, the Supplier shall complete installation and testing within 20 days of delivery of the products or services, unless otherwise instructed in writing by TBMC, in which case TBMC’s written instructions shall prevail.
  3. At the time of delivery, the Supplier shall provide all user manuals, manufacturer’s warranties, or other documents that the product manufacturer (e.g., original manufacturer) customarily supplies with the product.
  4. Unless otherwise specified in the purchase order, the Supplier shall deliver the products and bear the related taxes in accordance with the D.D.P. (Delivered Duty Paid) term as defined in Incoterms® 2020.
  5. If there is any risk of delay in the delivery of products or provision of services, the Supplier shall immediately notify TBMC in writing, and shall, in accordance with TBMC’s instructions, make changes to the original delivery method. Any costs arising therefrom shall be borne by the Supplier.
  6. If the products or services are not fully delivered on the delivery date, a punitive liquidated damages of five per thousand (0.5%) of the total purchase order price shall be imposed for each day of delay until delivery is completed, and TBMC shall have the right to terminate or rescind part or all of the purchase order and/or this Terms by a written notice. The Supplier shall also compensate TBMC for any losses suffered therefrom.

4. Price, Fees, and Payment

  1. Unless otherwise specified in the purchase order, the price of the purchase order shall already include all relevant costs of the products and services (including but not limited to transportation, labeling, customs duties, warehousing, insurance, packing, containerization, as well as any and all taxes and other government fees that shall be paid in accordance with applicable laws effective at the time of issuance of the purchase order or thereafter). Apart from the price stated in the purchase order, TBMC shall not be responsible for paying any additional fees for the products and/or services and related matters under the purchase order.
  2. Payment terms shall be in accordance with the terms of the purchase order. TBMC shall make payment to the Supplier in accordance with TBMC’s invoicing procedures (monthly settlement, 60 days) after receiving the Supplier’s correct and undisputed invoice.

5. Acceptance

  1. TBMC shall, after receiving the products or services, use commercially reasonable efforts to complete acceptance as soon as possible, and acceptance shall be based on written confirmation of passing acceptance. Payment shall not constitute acceptance or any waiver or relinquishment of rights.
  2. If the products or services do not meet the agreed requirements or fail to meet acceptance standards, TBMC may request return, replacement, rework, and refund, and any and all costs arising therefrom shall be borne by the Supplier.
  3. Both parties understand and agree that the products or services may contain latent defects. TBMC shall have the right to notify the Supplier within 30 days after discovering such latent defects, and such products or services with latent defects shall be deemed as having failed acceptance upon the time of notification.
  4. If the Supplier fails to return, replace, rework, or refund products or service in accordance with TBMC’s requirements, TBMC may choose to acquire substitute products or services from a third party, and any and all costs arising therefrom shall be borne by the Supplier.

6. Notice

  1. For all potentially hazardous products and/or services, the Supplier shall provide TBMC with at least the information necessary to comply with the environmental, health and safety regulations of the relevant jurisdictions under which the products or services shall be governed.
  2. The Supplier shall promptly notify TBMC of any event that may affect the properties, strength, safety, efficacy, stability, purity, compliance or other matters of the products and/or services.
  3. For the products or services provided, if there are any and all regulatory or legal requirements or any updates thereto that may affect TBMC’s ability to obtain drug licenses, pass internal or external audits, or obtain any certifications or certificates, the Supplier shall promptly notify TBMC.
  4. TBMC shall have a reasonable time to comment on the information provided by the Supplier pursuant to paragraphs (1) to (3) of this Article and may unilaterally approve or reject any changes or terminate or rescind the Purchase Order. The Supplier acknowledges and agrees that TBMC shall not be liable for any damages arising from the termination or recission of the Purchase Order pursuant to this Article.
  5. In the event that the Supplier fails to notify TBMC in accordance with Section (1) to (3) of this Article intentionally or negligently, the Supplier shall be liable for any damages or compensation therefrom.

7. Warranty

  1. Unless otherwise agreed in writing by both parties, during the warranty period the Supplier shall provide warranty services free of charge. The warranty period shall commence from the date TBMC issues written confirmation of acceptance and shall last for three years. However, if the Supplier is subject to applicable laws or regulations for providing a longer warranty period for the products or services, such longer warranty period shall apply.
  2. During the warranty period, if defects are discovered, normal use is not possible, or the quality or performance does not conform to the agreed requirements, the Supplier shall be responsible for free and unconditional correction or replacement. The term “defects” refers to faults or damage, nonconformity of function or performance with the agreed requirements, legal defects, latent defects, etc. During the warranty period, if products or services cannot be used due to defects, the period of such non-usability shall not be counted toward the warranty period.
  3. During the warranty period, the Supplier shall, within 8 working hours after being notified by TBMC of an issue, conduct online problem diagnosis and troubleshooting. If the issue is not resolved online within 8 working hours, the Supplier shall arrive at the site within the time limit specified by TBMC to handle and resolve the issue. If the Supplier fails to handle or resolve the issue within the time limit specified by TBMC, punitive liquidated damages shall be calculated at five per thousand (0.5%) of the total purchase order price per day of delay until the issue is resolved and repair is completed.
  4. If the Supplier fails to complete the repair or correction of the issue within 30 days, TBMC may handle the matter itself or entrust a third party to do so, and any and all costs or damages arising therefrom shall be borne by the Supplier.

8. Supplier's Commitments

  1. The Supplier represents, warrants, and undertakes to TBMC that: (a) the Supplier possesses all rights, qualifications, authorizations, and powers necessary to enter into and perform the purchase order; (b) the Supplier’s performance of the purchase order does not violate any applicable laws, regulations, or orders; (c) the Supplier’s performance of its obligations or TBMC’s use of the products and services does not violate or infringe any third party’s intellectual property rights; (d) the products and services are free from any defects; (e) the Supplier has entered into appropriate contracts with its employees and contractors to perform its obligations under the purchase order; (f) the products are entirely new, and not used, remanufactured, or refurbished; (g) if the intended purpose of the products or services is known to the Supplier and TBMC relies on the Supplier’s judgment and selection, the products or services conform to such intended purpose; and (h) the Supplier will provide the products or services in good faith and with a professional attitude, in accordance with prevailing industry standards and best practices.
  2. If any third party asserts any claims (including intellectual property infringement) against TBMC regarding the products or services under the purchase order, the Supplier shall be responsible for handling such claims and shall take remedial measures in accordance with TBMC’s instructions (including providing non-infringing alternatives). If TBMC suffers any damages as a result (including but not limited to litigation costs, attorney fees, settlement amounts, damages, etc.), the Supplier shall fully indemnify TBMC.
  3. The Supplier understands that TBMC does not tolerate any form of bribery or corruption in its business activities. The Supplier declares and guarantees that it shall never, directly or indirectly, provide, promise, or give any monetary or non-monetary benefit to government officials, TBMC employees, agents, directors, managers, or other personnel in order to influence TBMC’s actions or decisions or to perform the purchase order.

9. Intellectual Property Right

All intellectual property rights arising from performance of the purchase order and/or this Terms, or created pursuant to instruction/delegation from TBMC, shall belong to TBMC, except for the Supplier’s pre-existing intellectual property rights.

10. Termination and Recission

  1. If any of the following circumstances occur in the Supplier’s performance, TBMC may, by written notice to the Supplier, terminate or recission part or all of the purchase order without bearing any compensation or liability for damages: (a) falsification or alteration of performance-related documents; (b) bankruptcy or other significant events resulting in the Supplier’s inability to continue performance; (c) failure to perform in accordance with the purchase order, this Terms, or TBMC’s instructions, and failure to remedy such breach within the period specified in TBMC’s written notice.
  2. If a purchase order is terminated or rescinded under this Section, TBMC may, in such manner as it deems appropriate, complete the terminated or rescinded purchase order by itself or through a third party. Any additional costs attributable to the Supplier shall be borne by the Supplier. The Supplier shall also compensate TBMC for all damages arising from such termination or recission, or from the Supplier’s breach of contract. In the event of termination of a purchase order, the Supplier shall return to TBMC any payments received that do not correspond to products or services already delivered and duly accepted. In the event of recission of a purchase order, the supplier shall return all payments received, and TBMC shall return any products already delivered (with the related shipping costs to be borne by the Supplier).

11. Miscellaneous

  1. TBMC may directly deduct from the payments payable to the Supplier any liquidated damages, compensation for damages, or other payable amounts arising from the Supplier’s breach of contract, and such deductions are not limited to those arising from the specific purchase order in question.
  2. Except in cases of force majeure (such as natural disasters or major events), the Supplier shall not request any extension of the performance period for any reason. In the event of a force majeure incident, the Supplier shall notify TBMC in writing within three (3) days after the occurrence of the incident and attach relevant supporting documents. The performance period may only be extended upon TBMC’s written consent. Once the cause of the incident ceases to exist, the Supplier shall immediately resume performance.
  3. All non-public business, technical, and financial information disclosed by TBMC to the Supplier, whether in oral, in written, or any other form, shall be deemed confidential information (“Confidential Information”). The supplier may use TBMC’s Confidential Information solely for the purpose of performing the purchase order. Without TBMC’s prior written consent, the Supplier shall not disclose Confidential Information to any third party who is irrelevant to perform the purchase order and/or this Terms. Upon and after the purchase order and/or this Terms are terminated or rescinded, Confidential Information shall be returned to TBMC or destroyed.
  4. The Supplier shall comply with all applicable laws and regulations, including but not limited to import and export controls, anti-bribery (anti-corruption), fair trade (anti-trust), personal data protection, and other relevant laws and regulations. If the products or services under the purchase order are subject to laws and regulations relating to import and export controls, the Supplier warrants that it has clearly informed TBMC in writing and shall be responsible for or assist TBMC in completing the required filings or obtaining approval from competent authorities.
  5. Without TBMC’s prior written consent, the Supplier shall not assign or subcontract any of its rights or obligations under the purchase order or this Terms to any third party.
  6. The purchase order and this Terms shall be construed in accordance with the laws of the Republic of China (Taiwan). In the event of any dispute, the parties agree that the Taipei District Court of Taiwan shall be the court of first instance with jurisdiction.

Purchase orders issued by TBMC prior to 2025/10/20 shall be governed by the following terms and conditions.

TBMC Purchase Order Terms and Conditions

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.