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These General Terms and Conditions for Product and Service Quotations (the “Terms”) do not apply to any services or products that are subject to, or required to comply with, Good Manufacturing Practice (“GMP”) requirements. Any GMP services or products shall be governed by a separate written agreement between the parties.
1.1 “Company” means Taiwan Bio-Manufacturing Corporation (“TBMC”).
1.2 “Customer” means the party accepting a quotation issued by TBMC.
1.3 “Products” means any tangible, non-documentary output to be provided or delivered as specified in the applicable quotation, such as samples, pilot products, chemicals, biological materials, formulations, intermediates, unreleased products, and finished products from research and development batches, as applicable.
1.4 “Services” means the services to be provided or performed as specified in the applicable quotation, such as research, development, analysis, testing, method development, technical support, or manufacturing activities, as applicable.
1.5 “Deliverables” means the Products, reports, data, or other Services resulting documents provided by the Company pursuant to the applicable quotation.
1.6 “Customer Materials/Information” means any materials or information provided by the Customer to the Company for the purpose of performing this Agreement, such as samples, raw materials, cell lines/strains, sequences, formulations, specifications, methods, data, or any instructions.
2.1 These Terms and the applicable quotation constitute the entire agreement between the parties with respect to the transaction described in such quotation (collectively, the “Agreement”).
2.2 The Agreement shall become effective upon the Customer’s execution and return of the quotation. Once effective, the Agreement may not be cancelled or modified without the Company’s prior written consent.
2.3 In the event of any inconsistency between the quotation and these Terms, these Terms shall prevail.
2.4 If the Customer attaches any purchase terms and conditions or other documents, the parties agree that such terms or documents may be referenced only to the extent they do not conflict with this Agreement. In the event of any conflict, this Agreement shall prevail.
2.5 Unless expressly provided otherwise in the quotation or with the other party’s prior written consent, neither party may assign, subcontract, delegate, or otherwise transfer to any third party all or any part of its rights or obligations under this Agreement.
3.1 The prices stated in a quotation remain valid only during the validity period specified therein. Upon expiration of such period, the prices shall be subject to reconfirmation by both parties.
3.2 Unless expressly stated in the quotation to be inclusive of taxes, all prices stated in the quotation are exclusive of taxes and do not include any taxes, duties, levies, fees, or charges imposed by applicable law, including, without limitation, business tax, value-added tax, customs duties, import duties, withholding taxes, and any other applicable governmental or administrative fees or charges. All such taxes, duties, fees, and charges shall be borne by the Customer.
4.1 The Company shall provide or deliver only those Products, Services, or Deliverables expressly specified in the quotation.
4.2 The pricing under this Agreement is based on the following assumptions, where applicable: (a) the Customer provides the Customer Materials/Information as agreed; (b) the Customer Materials/Information provided by the Customer satisfy applicable usability and safety requirements; and (c) the parties cooperate in accordance with commercially and technically reasonable processes.
4.3 Any addition to or change in the scope of Products or Services (including changes to specifications or methods, rework, expedited work, additional testing, additional report formats, or additional delivery requirements) shall be performed only after written confirmation by both parties, including by email. The Company may charge additional fees for increased labor, materials, equipment use, third-party costs, and the like, and may adjust the applicable delivery schedule accordingly.
5.1 The Company shall issue invoices in accordance with the payment schedule and terms set forth in the quotation.
5.2 Unless otherwise expressly stated in the quotation, the Customer shall make full payment within sixty (60) days from the date of issuance of the applicable invoice.
5.3 If the Customer fails to make payment when due, the Customer shall pay liquidated damages at a rate of zero point three percent (0.3%) per day of the total amount stated in the quotation, calculated from the day following the payment due date through and including the date on which payment is actually made. The Company may also, upon reasonable notice to the Customer, suspend any outstanding Services or shipments until all overdue amounts have been paid in full.
6.1 Unless the quotation expressly specifies a fixed delivery deadline, all delivery dates are estimates and may be adjusted due to reasonable circumstances, including project progress, equipment scheduling, material availability, third-party testing, or logistics. The Company shall use commercially reasonable efforts to promptly notify the Customer of any change to the delivery schedule.
6.2 Risk of loss of or damage to the Products shall pass to the Customer upon the earlier of the following, as applicable: (a) delivery to the location designated by the Customer and completion of acknowledgment of receipt thereof; or (b) where the Customer designates the carrier or logistics provider, upon delivery of the Products by the Company to such carrier or logistics provider.
6.3 Unless otherwise expressly provided in the quotation: (a) for domestic transportation, the prices stated in the quotation include domestic transportation costs, and the Company shall arrange delivery to the domestic delivery address specified by the Customer in the quotation; and (b) for international transportation, FCA (Incoterms® 2020) at the location designated by the Company, generally the Company’s Nangang or Zhubei business premises, shall apply, and the Customer shall arrange transportation and bear the freight charges, insurance costs, and all applicable taxes, duties, fees, and charges arising after export.
6.4 Where any Product requires special storage or transportation conditions, including temperature-controlled or cold-chain transportation, the Company shall be responsible only for packaging the Product as agreed herein. Following delivery to the carrier, the Company shall not be liable for any deterioration in quality caused by changes in environmental conditions during transportation. Any deterioration in quality resulting from the Customer’s delay in accepting delivery or improper storage shall be the sole responsibility of the Customer.
6.5 Unless otherwise expressly provided in the quotation, where any Customer Materials are involved, upon completion of the relevant Services and confirmation thereof by the Customer, the Customer shall arrange for collection of the Customer Materials within fifteen (15) days after receiving notice from the Company. If the Customer fails to collect the Customer Materials within such period, the Company may destroy or otherwise reasonably dispose of the Customer Materials without any liability. If the Customer Materials must be temporarily stored at the Company’s premises, the Company may charge the Customer reasonable storage fees.
7.1 The Customer shall complete its inspection and acceptance of the Deliverables within fifteen (15) days after receipt thereof.
7.2 If the Customer identifies any failure of the Deliverables to conform to the specifications set forth in the quotation, the Customer shall notify the Company in writing, including by email, within the foregoing period and shall specifically identify the alleged non-conformity and provide the basis and supporting evidence thereof, including, as applicable, raw data, photographs, or test results.
7.3 If the Customer fails to raise a written objection within the foregoing period, the applicable Deliverables shall be deemed accepted.
8.1 The Company warrants only that the Products, Services, or Deliverables will be provided in accordance with this Agreement and the applicable quotation and in a manner consistent with applicable laws and industry practices. The Company makes no warranty that any Products, Services, or Deliverables provided by the Company do not infringe any third-party intellectual property rights.
8.2 The Customer acknowledges and agrees that the Products, Services, or Deliverables provided by the Company are in the nature of research, development, testing, or pilot production and may involve inherent scientific and technical uncertainties, including the inherent biological and process variability associated with biologics and related processes, reasonable batch-to-batch variations, and analytical variability. The Company shall provide the Services only in accordance with reasonable industry practices and, unless otherwise expressly provided in the quotation, does not warrant or guarantee any particular research or manufacturing result, performance metric, regulatory approval, clinical trial outcome, marketability, or commercial result.
8.3 If the parties confirm that any Product, Service, or Deliverable fails to conform to the specifications set forth in the quotation due to reasons attributable to the Company, the Company may, at its option and within a reasonable scope, either: (a) re-perform the affected Service once; or (b) replace the non-conforming Product once. The remedies set forth in this Section 8.3 shall constitute the Customer’s sole and exclusive remedies with respect to such non-conformity.
8.4 The Company shall not be liable for any breach of contract or damages arising from any defect in, or non-conformity of, any Product, Service or Deliverable caused by any of the following circumstances, which shall be deemed not attributable to the Company: (a) normal wear and tear, generally accepted industry tolerances, or the inherent scientific and technical uncertainties described in Section 8.2; (b) accidents, disasters, force majeure events, or other circumstances beyond the Company’s reasonable control; (c) improper, unauthorized, or non-compliant use, storage, handling, or operation by the Customer or any third party appointed by the Customer; or (d) any error, incompleteness, unsuitability, illegality, or infringement of third-party rights in the Customer Materials/Information.
8.5 Except as expressly set forth in these Terms, the Company disclaims all warranties, conditions, or terms implied by applicable law to the fullest extent permitted by law.
9.1 The Customer shall ensure that all Customer Materials/Information are lawful, safe, and suitable for their intended use and shall provide all necessary safety information and handling instructions, including, as applicable, safety data sheets (SDS), hazard information, and storage conditions.
9.2 If any delay in providing Customer Materials/Information, poor quality, insufficient quantity, contamination, unsuitability, or incomplete information in the Customer Materials/Information results in rework, delay, or additional costs to the Company, the Company may adjust the applicable delivery schedule and charge the Customer additional fees.
9.3 The Customer shall be responsible for addressing any third-party claim, damage, or governmental investigation arising out of or relating to the Customer Materials/Information and shall indemnify the Company for losses reasonably incurred by the Company in connection therewith.
10.1 Each party shall keep confidential all non-public technical or business information of the other party obtained in connection with the performance of this Agreement, including pricing, formulations, sequences, methods, and data. Neither party shall disclose such information to any third party except to persons for whom disclosure is necessary for performance of this Agreement and who are bound by the equivalent confidentiality obligations. Each party shall protect the other party’s confidential information with reasonable care and, in any event, with no less than the degree of care it uses to protect its own confidential information. The foregoing confidential information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement by the receiving party; (b) was lawfully known to the receiving party before receipt; (c) was lawfully obtained from a third party not subject to a confidentiality obligation; or (d) was independently developed without use of the other party’s confidential information.
10.2 The confidentiality obligations under this Section 10 shall survive for five (5) years following the termination or completion of this Agreement. The foregoing shall not apply to any disclosure required by applicable law or by an order of a court or competent governmental authority; provided, however, that, to the extent legally permitted, the party required to make such disclosure shall notify the other party prior to making such disclosure.
11.1 Background Intellectual Property. All intellectual property rights owned by either party prior to the formation of this Agreement (“Background IP”) shall remain the property of such party. Except for the limited use necessary for the performance of this Agreement, no Background IP shall be transferred or licensed to the other party by virtue of this Agreement.
11.2 Foreground Intellectual Property. Any inventions, technologies, processes, methods, formulations, data, documents, know-how, or other intellectual property rights newly created, improved, modified, or derived in the course of performing this Agreement (collectively, “Foreground IP”) shall be owned as follows: (1) to the extent any Foreground IP relates to the Company’s generally applicable technology platforms, methodologies, process technologies, analytical methods, tools, or improvements thereto, the intellectual property rights therein shall be owned by the Company; and (2) to the extent any Foreground IP is directed to results specific to the Customer’s Products (meaning formulations, processes, analytical methods, data, or other technical results developed for the specific Customer Product and not generally applicable to other products), the intellectual property rights therein shall be owned by the Customer. For the avoidance of doubt, the Customer’s Foreground IP shall not include the Company’s Background IP or the Company’s Foreground IP described above.
11.3 Upon the Customer’s full payment of all amounts due under this Agreement, the Company grants to the Customer, under the Company’s Background IP and Foreground IP, a worldwide, perpetual, royalty-free, non-transferable, non-sublicensable, and non-exclusive license to use the Deliverables within the scope contemplated by this Agreement.
11.4 Unless otherwise expressly provided in the quotation, the Customer shall not, without the Company’s prior written consent, provide any report, method, or other Deliverable document furnished by the Company to any third party, or use all or any portion thereof in connection with any external application or filing for any permit, certification, right, or other related matter, including any submission to a regulatory authority, whether as the basis for or as an attachment to such application or filing.
12.1 The Customer shall comply with all applicable laws and regulations relating to the Products or Services and shall ensure that the activities entrusted to the Company are lawful.
12.2 If export or re-export controls or restrictions are involved, the Customer shall be responsible for obtaining all required licenses or authorizations and for complying with all applicable requirements. The Company may reasonably request that the Customer provide relevant compliance documentation.
13.1 The Company shall not be liable for any indirect, consequential, incidental, or special damages, including without limitation loss of profits, loss of goodwill, loss of data, or losses arising from business interruption.
13.2 With respect to all claims, damages, losses, costs, or other liabilities arising out of or relating to this Agreement, the Company’s aggregate liability, regardless of the basis of the claim, shall not exceed fifty percent (50%) of the amount actually paid by the Customer to the Company under the quotation corresponding to the matter giving rise to the dispute.
The Company shall not be liable for any failure or delay in performing its obligations due to natural disasters, epidemics or pandemics, governmental orders, war, strikes, supply chain disruptions, shortages of raw materials, interruptions in energy supply, or any other circumstances beyond the Company’s reasonable control. The parties shall consult in good faith regarding appropriate adjustments to the delivery schedule or alternative arrangements.
15.1 If either party materially breaches this Agreement and fails to cure such breach within a reasonable period, the other party may terminate this Agreement by written notice.
15.2 Unless the early termination of this Agreement is attributable to the Company, upon any early termination, the Customer shall remain responsible for payment for all work completed by the Company through the effective date of termination, all costs incurred by the Company, and all non-cancellable third-party costs.
This Agreement shall be governed by and construed in accordance with the laws of Taiwan. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration under the Chinese Arbitration Association, Taipei (CAA) rules then in effect. The seat of arbitration shall be Taiwan, the language shall be English. Either Party may seek interim relief from courts of competent jurisdiction, but the dispute’s merits shall be resolved exclusively by arbitration.
