CC Pharma s.r.o. - General Terms and Conditions of Purchase (GTCs)

1. Application
1.1. These GTCs apply exclusively except if otherwise is agreed in writing.

1.2. These GTCs govern all future transactions between the parties.

2. Delivery and Rejection
2.1. The seller shall deliver the goods EX Works (Incoterm 2010) with a minimum shelf life of 15 months and a minimum batch size of 20 items.

2.2. All agreed delivery dates are binding.

2.3. The seller shall inform CC Pharma s.r.o. of any delay in delivery immediately, but not later than 1 business day after knowledge of such delay.

2.4. CC Pharma shall have 14 business days from the date of receipt of delivered goods at CC Pharma's premises in Vestec, CZ, to inspect and reject such goods as non-conforming due to obvious defects that are evident upon visual inspection of the outer packaging, e.g. physical damage, packaging or quantitative or qualitative defects. An e-mail indicating invoice and batch number, and a short description of the defect is sufficient as a proper notice of defect (Notice of Defect).

2.5. CC Pharma is entitled to reject the goods as non-conforming goods due to reasons other than the above mentioned obvious defects by a Notice of Defect within 7 business days from the date of detection of such non-conformity.

2.6. If the seller and CC Pharma disagree on whether delivered goods conform, the parties shall provide a representative sample of the goods and related documentation to the SUKL (Státní ústav pro kontrolu lé?iv), Šrobarova 48, 100 41 Praha 10, Czech Republic, as an independent laboratory, for analysis and a determination of whether it conforms. The Seller and CC Pharma shall be bound by the determination of the SUKL, and the party against which the determination is made shall bear all costs related thereto.

2.7. In the case that either the seller agrees that a delivered good is non-conforming or the Zentrallaboratorium so decides, the seller shall immediately replace the non-conforming good or immediately reimburse the purchase price.

3. Payment
CC Parma shall pay the purchase price after receipt of the delivered goods within 30 days from receipt of a proper invoice.

4. Indemnification
The seller shall, upon first demand, immediately indemnify CC Pharma and hold CC Pharma s.r. o. harmless from and against any and all liability or claims of third parties based on the nonconformity of the delivered goods if and to the extent that the claim is not based on CC Pharma's s.r.o. intentional or grossly negligent breach of duties.

5. Applicable Law, Agreements and Requirements, Jurisdiction
5.1. Czech Republic   law is applicable, UN Purchasing Law excluded.

5.2. Place of jurisdiction for all disputes arising out of or in connection with this contract is Praha.