TERMS & CONDITIONS

PART 1 – CUSTOMER TERMS

1. Application
   These Terms apply to all quotations, Pro Forma Invoices, Contracts, and Orders for the supply of Products by Pro Pharmaceuticals Group Pty Ltd ("Seller") to the Buyer. These Terms prevail over any Buyer terms unless expressly agreed in writing by the Seller.

2. Quotations, Orders and Contract Formation
   (a) Quotations are valid only for the period stated and may be withdrawn prior to acceptance.
   (b) Prices, availability, lead times, and exchange rates remain subject to change until cleared payment is received.
   (c) A Contract is formed only when cleared funds referencing the applicable Pro Forma Invoice are received, unless otherwise agreed in writing.
   (d) Orders are subject to availability and lawful supply. The Seller may refuse, cancel, or suspend any Order prior to Contract formation.
   (e) The Buyer must specify all documentation and regulatory requirements at the time of Order.

3. Procurement, Allocation, Cancellation and Returns
   (a) Where Products are sourced, procured, allocated, imported, or supplied under the Special Access Scheme or similar pathway, the Seller may incur costs and/or commit supply specifically for the Order.
   (b) Once procurement, allocation, sourcing, or import processing has commenced, Orders cannot be cancelled and Products cannot be returned, except where required by law or due to the Seller’s verified error.
   (c) If the Seller agrees in writing to a cancellation or return, the Buyer must reimburse all costs incurred, including supplier charges, freight, storage, insurance, regulatory, and administration costs.

4. Price and Payment
   (a) Prices may change prior to payment due to supplier cost, procurement cost, duties, taxes, banking, storage, or exchange rate movement.
   (b) Unless otherwise agreed in writing, payment is required in advance and is only satisfied when cleared funds are received.
   (c) Prices exclude GST, duties, taxes, customs clearance, insurance, and regulatory charges unless stated otherwise.
   (d) Where Products are sourced in foreign currency, pricing is based on the exchange rate at quotation date and may be adjusted if exchange rate moves materially prior to cleared payment.

5. Delivery, Logistics and Delays
   (a) Delivery dates and lead times are estimates only and are not guaranteed. Time is not of the essence.
   (b) Late delivery does not entitle the Buyer to cancel an Order or refuse delivery.
   (c) Delivery may be affected by manufacturer, supplier, freight, customs, biosecurity, regulatory authority, or other events beyond the Seller’s control, including geopolitical events, armed conflict, sanctions, or trade disruptions.
   (d) Unless otherwise agreed, all Products are supplied EXW (Incoterms® 2020).
   (e) Risk passes to the Buyer upon delivery or collection.
   (f) The Buyer is responsible for freight, insurance, customs clearance, import permissions, and regulatory compliance unless otherwise agreed in writing.
   (g) Where the Buyer instructs shipment to a destination experiencing or reasonably expected to experience geopolitical instability, armed conflict, sanctions risk, or material transport disruption, the Buyer expressly acknowledges and accepts all associated risks, including but not limited to delay, loss, damage, seizure, non-delivery, or carrier refusal.
   Any assistance provided by the Seller in packing, handling, or facilitating collection or shipment is provided strictly as a convenience to the Buyer and does not transfer or extend any responsibility for transport or delivery. All such risks remain solely with the Buyer from the point of delivery or collection.
   (h) Cold-chain Products must be transported and stored according to GDP and manufacturer requirements and are non-returnable once dispatched.
   (i) If the Buyer delays, postpones, or refuses delivery or collection, the Seller may store the Products and charge the Buyer all related costs including storage, insurance, and handling.

6. Inspection and Acceptance
   The Buyer must inspect Products immediately upon delivery and notify any claim for shortage, damage, or defect within 48 hours. Failure to notify constitutes acceptance to the extent permitted by law.

7. Risk and Title
   Risk passes on delivery. Title passes only after full payment is received. The Seller may recover unpaid Products and register security interests where applicable.

8. End Use and Regulatory Compliance
   The Buyer is responsible for obtaining all regulatory approvals, import permissions, and lawful use of Products. The Seller does not provide clinical advice.

9. Recalls and Adverse Events
   The Buyer must report adverse events immediately and cooperate with any recall or regulatory action. The Seller is not liable for recall costs unless required by law or due to the Seller’s verified error.

10. Limitation of Liability
    To the fullest extent permitted by law, the Seller is not liable for indirect or consequential loss. Where liability cannot be excluded, it is limited to replacement, refund, or repair at the Seller’s discretion.

11. Indemnity
    The Buyer indemnifies the Seller against all losses arising from breach, misuse, storage or handling failure, regulatory non-compliance, or negligence.

12. Default
    The Seller may suspend or terminate supply if the Buyer fails to pay, becomes insolvent, breaches these Terms, or if supply would expose the Seller to regulatory or compliance risk.

13. Export Compliance
    The Buyer must comply with all applicable export and import laws and indemnifies the Seller for failure to comply.

14. General
    These Terms are governed by the laws of Victoria, Australia. The Seller may update these Terms from time to time. If any clause is unenforceable, the remaining clauses remain valid.

PART 2 – SUPPLIER TERMS

1. Application
   These Terms apply to all Purchase Orders issued by Pro Pharmaceuticals Group Pty Ltd ("Pro Pharma") to the Supplier and prevail over any Supplier terms unless expressly agreed in writing by Pro Pharma.

2. Quotations
   Supplier quotations must remain firm for the stated validity period and may not be withdrawn, repriced, or altered once relied upon without Pro Pharma’s prior written consent.

3. Purchase Order Acknowledgement
   Supplier must acknowledge each Purchase Order within 24 hours confirming price, quantity, batch number, expiry date, storage condition, country of origin, and dispatch date or confirmed lead time. Failure to acknowledge does not release Supplier from performance.

4. Product Condition, Authenticity and Compliance
   Products must be new, authentic, genuine, unopened, and undamaged. Products must not be falsified, diverted, substituted, or repacked without prior written approval. Products must be stored, handled, and transported in accordance with GDP and manufacturer requirements. Products must have a minimum remaining shelf life of eighteen (18) months at delivery unless otherwise agreed in writing prior to dispatch.
   Any short-dated, substituted, damaged, temperature-exposed, mislabelled, falsified, diverted, or non-compliant Products may be rejected at Supplier cost including replacement, return freight, and associated expenses.

5. Allocation and Supply Commitment
   Once pricing, allocation, reservation, or confirmation has been provided, Supplier must not withdraw, divert, delay, or reallocate stock without Pro Pharma’s prior written consent, regardless of alternative demand or price. Allocated, prepaid, or reserved stock must be supplied in full in accordance with the confirmed Purchase Order.

6. No Substitution Without Approval
   Supplier must not substitute Product, manufacturer, MA holder, batch, country of origin, or pack configuration without prior written approval from Pro Pharma.

7. Lead Time, Disclosure and Supply Integrity
   Supplier must dispatch within agreed timelines and immediately disclose any delay, shortage, quality issue, temperature excursion, regulatory concern, or any change affecting supply, batch, expiry, or documentation. Failure to disclose may result in rejection and liability for costs.

8. Documentation and Pre-Dispatch Compliance
   Prior to dispatch, Supplier must ensure all commercial, shipping, and regulatory documentation is complete and accurate, including commercial invoice, packing list, batch and expiry confirmation, temperature declaration where applicable, and any required Certificate of Analysis, GMP, or regulatory documents. Incorrect or non-compliant documentation may result in rejection at Supplier cost.

9. Temperature and Transport Integrity
   Cold-chain or temperature-controlled Products must be transported in validated packaging maintaining required temperature range throughout transit. Supplier must disclose any temperature excursion immediately. Temperature-exposed Products may be rejected at Supplier cost.

10. Inspection and Rejection
    Pro Pharma may inspect Products on receipt. Non-compliant Products may be rejected and must be promptly replaced or refunded by Supplier including all associated costs.

11. Cost Recovery and Supplier Liability
    Supplier is liable for all direct costs arising from non-compliance, delay, substitution, documentation failure, or supply failure, including replacement sourcing costs, expedited freight, storage and handling costs, regulatory impact, and any recall or withdrawal caused by Supplier.

12. Recall and Quality Cooperation
    Supplier must immediately notify Pro Pharma of any recall, quality defect, regulatory action, or safety concern and fully cooperate with any investigation or corrective action.

13. Confidentiality
    Supplier must keep all commercial, pricing, and operational information confidential and must not disclose without prior written consent.

14. Jurisdiction
    These Terms are governed by the laws of Victoria, Australia.

15. General
    Pro Pharma may update these Terms from time to time. Continued supply against any Purchase Order constitutes acceptance of these Terms.