Terms and Conditions to Supplier Purchase Order

General Terms and Conditions where LumiraDx is the Purchaser of Goods and/or Services from a Supplier

1. Scope

1.1 These General Terms and Conditions where LumiraDx is the purchaser of goods and/or services from a Supplier (referred to as “T&Cs”) of LumiraDx UK Ltd and its affiliates (referred to as “LumiraDx,” “We” and “Our”), are incorporated herein by reference. These T&C may be amended from time to time.

1.2 These T&Cs may apply when LumiraDx is being supplied with goods and/or services from a Supplier (referred to as “Supplier”). When LumiraDx contracts with a Supplier, We may not always enter into a contract with these T&Cs or Our own supply agreement template. Each transaction that We enter into with a Supplier may or may not differ from these T&Cs on Our website.

1.3 The relationship between LumiraDx and a Supplier should not be confused with a relationship when LumiraDx is selling goods to its customers. When LumiraDx is the seller, please refer to the “Terms and Conditions of Purchase” on Our Website for reference, Instrument Purchase Terms & Conditions (lumiradx.com).

2. Purchase Order Acceptance

2.1 We will assume that Supplier has accepted a Purchase Order from Us when We receive written confirmation of the price and delivery date.

2.2 If We do not hear from Supplier within 5 days of Supplier receiving a Purchase Order from Us, We will assume that Supplier has accepted the Purchase Order.

3. Modification of Purchase Order

3.1 We may request a modification to a Purchase Order after placing it. In such event, Supplier will let Us know within 10 days if the modification affects the price and delivery date.

3.2 We have the right to cancel a Purchase Order or proceed with a modification to a Purchase Order.

4. Cancellation of Purchase Order

4.1 We may cancel the Purchase Order as follows:

4.1.1 We may cancel the Purchase Order prior to Supplier’s acceptance of the Purchase Order;

4.1.2 We may cancel the Purchase Order by giving Supplier notice in writing. In such event, We will pay for the Goods delivered or the services performed on the date of the notice of cancellation, as well as any direct charges occurring from such cancellation of the Purchase Order;

4.1.3 We may cancel the Purchase Order if Supplier is in breach of these T&Cs;

4.1.4 We may cancel the Purchase Order if Supplier: (i) makes a voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986), (ii) or (being an individual or firm) Supplier becomes bankrupt, (iii) or (being a company) Supplier becomes subject to an administration order, (iv) or Supplier goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);

4.1.5 We may cancel the Purchase Order if an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of Supplier;

4.1.6 We may cancel the Purchase Order if Supplier ceases, or threaten to cease, to carry on business; or

4.1.7 We may cancel the Purchase Order in accordance with clause 3.2.

4.1.8 We may cancel this Purchase Order in accordance with clause 17.2.

5. Delivery

5.1 Supplier shall not deliver the goods in instalments without Our permission.

5.2 Supplier will deliver the goods to the delivery address provided in the Purchase Order during Our usual business hours.

5.3 Supplier will specify the date of delivery of the goods to Us after receiving the Purchase Order.

5.4 The following items should accompany each delivery of the goods: (i) a packing note quoting the Purchase Order number, (ii) any required quality documentation, (iii) and a safety data sheet (if applicable).

5.5 Supplier shall comply with all delivery, delivery documentation, packaging, labelling and security requirements relating to the goods, including where the goods are regulated products, any such requirements imposed by the relevant regulations.

5.6 If the delivery will be late, Supplier shall notify Us.

6. Specification

The quantity, quality and description of the goods shall be as specified in the Purchase Order and/or any material specification that We provide to Supplier.

7. Inspection

7.1 We may reject goods that have been delivered and that do not comply with the specification and/or the description in the Purchase Order.

7.2 We shall have a reasonable time to inspect the goods following delivery.

8. Price

8.1 The price of the goods and/or services shall be as stated in the Purchase Order and shall be:

8.1.1 exclusive of any applicable VAT, (which shall be payable by Us on receipt of a VAT invoice);

8.1.2 Inclusive of charges for packaging, packing, shipping, carriage, insurance and delivery of the goods to the delivery address, and any other duties or levies due, where applicable other than VAT.

8.2 Supplier will invoice Us on or at any time after delivery of the goods or on completion of the services, unless otherwise agreed between the parties.

8.3 Supplier’s invoice to Us should quote the Purchase Order number.

8.4 We shall pay any undisputed invoice within 60 days after receipt of a properly rendered invoice from Supplier.

8.5 We may set off against the price any sums owed to Us by Supplier.

9. Quality Requirements

9.1 Supplier shall comply with all applicable laws concerning the manufacture, packaging, packing and delivery of the goods, including where the goods are regulated products all cGMP guidelines and regulations that apply to the goods.

9.2 Supplier will obtain and maintain in force all licences, permissions, authorisations, consents, permits and any appropriate quality agreements required to manufacture and supply the goods ordered under the relevant Purchase Order.

9.3 Supplier will make the goods in accordance with Our instructions and any applicable regulations or requirements of the carrier, and shall properly package and secure the goods, to prevent the goods from being damaged during transit.

9.4 Supplier shall maintain and provide to Us on request, evidence of a quality system in relation to the goods.

10. Change Control

10.1 Supplier agrees to inform Us of any change to the quality, specification, quantity or manufacturing process of the goods. Examples of change control event includes: (i) changes in packaging of the goods, shipping, labelling of product and containers, (ii) changes that affect the functionality, quality, reliability or status of the material used to make the goods, (iii) reduced inspections, (iv) supplier site changes, (v) changes in subcontracted supply, (vi) equipment changes, (vii) validation changes, and (viii) loss of Supplier’s certification.

10.2 Supplier shall give Us prior notice of any of the change(s) mentioned in clause 10.1 as soon as reasonably practicable and only implement the change with Our permission.

10.3 Supplier should not ship the goods or any subsequent goods to Us, until We have approved the change mentioned in accordance with clause 10.1.

10.4 Notices regarding change control events should be sent to Us at: qateam-dumyat@lumiradx.com.

11. Risk and Title to the Goods

11.1 Title to the goods shall pass to Us upon delivery, unless payment for the goods is made by Us prior to delivery, in such instance title to the goods shall pass to Us once payment has been made.

11.2 Risk in the goods shall pass to Us upon delivery, regardless of the time of payment.

12. Warranty

12.1 Supplier warrants to Us that the goods:

12.1.1 will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended, where applicable), and will be fit for any purpose held out by Supplier at the time the Purchase Order is placed;

12.1.2 will be free from defects in design, material and workmanship;

12.1.3 will correspond with any specification or sample; and

12.1.4 will comply with all statutory requirements and regulations relating to the sale of the goods.

12.2 Supplier warrants to Us that the services, if applicable, will be performed with due skill and care and in-line with generally accepted standards in the industry.

12.3 Supplier warrants that the goods, if regulated products, are suitable for use.

12.4 Without limiting any other remedy, if any goods and/or services are not performed or supplied in accordance with these T&Cs We shall be entitled:

12.4.1 to require that Supplier repairs the goods or to supply replacement goods in accordance with a reasonable time period; or

12.4.2 at Our option, to treat the Purchase Order as discharged by Supplier’s breach and require repayment of any part of the price which has been paid; or

12.4.3 require the services to be re-performed at Supplier’s cost.

12.5 Clause 12 applies for twelve (12) months from the date of Our receipt of the goods or completed services.

12.6 Supplier will reimburse Us for the transport costs of returning any defective goods.

13. Liability

13.1 Supplier shall indemnify Us in full against all liability, loss, damages, costs and expenses (including legal expenses), awarded against or incurred or paid by Us as a result of or in connection with:

13.1.1 breach of a warranty relating to any product specifications and/or manuals provided to Us by Supplier in relation to the goods;

13.1.2 any claim that the goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any specification supplied by Us;

13.1.3 any liability under the Consumer Protection Act 1987 in respect of the goods; and

13.1.4 any act or omission of Supplier or Supplier’s employees, agents or sub-contractors in supplying, delivering and installing the goods.

14. Health and Safety

If Supplier requires to attend Our premises (to deliver goods or to carry out services), Supplier shall comply with Our health and safety requirements and any applicable Laws relating to Health and Safety.

15. Insurance

15.1 Supplier shall maintain insurance in-line with industry standards, as applicable to Supplier’s business.

15.2 On Our written request, Supplier shall provide Us with copies of the insurance policy certificates and details of the cover provided.

16. Confidentiality and Intellectual Property

16.1 Each party undertakes that it shall not at any time during this engagement and for a period of two (2) years after termination of this engagement disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party or of any member of its group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (referred to as “Confidential Information”).

16.2 Each party may disclose the other party’s Confidential Information:

16.2.1 to its employees, officers, agents, consultants or subcontractors (referred to as “Representatives”) who need to know such information for the purposes of carrying out the party's obligations under these T&Cs, provided that the receiving party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause. The receiving party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and

16.2.2 as may be required by law, court order or any governmental or regulatory authority.

16.3 We reserve all rights in Our Confidential Information. No rights or obligations in respect of Our Confidential Information other than those expressly stated in these T&Cs are granted to Supplier or are to be implied from these T&Cs. In particular, no licence is hereby granted directly or indirectly to Supplier under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by Us or in the future.

16.4 We do not grant Supplier any rights to any of Our intellectual property.

17. Force Majeure

17.1 If either of Supplier or Us is prevented from performing any obligations under these T&Cs, due to circumstances beyond Supplier or Our control, for example due to: (i) an act of God, explosion, flood, tempest or fire; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition; (iii) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, (iv) import or export regulations or embargoes, (v) strikes, lock-outs or other industrial actions or trade disputes, neither Us nor Supplier will be liable to the other party.

17.2 We may cancel any Purchase Orders affected by an event of force majeure.

18. Subcontracting and Assignation

18.1 We may perform any of the obligations or exercise any of the rights in these T&Cs through any of Our affiliates.

18.2 If Supplier assigns or transfer to any other person any of Supplier’s rights or sub-contract any of Supplier’s obligations under these T&Cs, Supplier shall obtain Our prior consent beforehand.

18.3 Supplier shall be responsible for the acts and omissions of any sub-contractors that Supplier uses in connection with these T&Cs.

19. Modern Slavery and Human Trafficking

19.1 In connection with these T&Cs, Supplier shall comply with all applicable laws relating to modern slavery or human trafficking, including the Modern Slavery Act of 2015, and take reasonable steps to ensure that Supplier will not engage in human trafficking or slavery in Supplier’s workforce and will require Supplier’s employees take reasonable precautions to avoid buying from subcontractors who engage in human trafficking or slavery.

19.2 Supplier warrants that Supplier is an ethical manufacturer, where applicable, and that Supplier maintains good business practices to prevent human trafficking or slavery issues, including:

19.2.1 selecting only subcontractors with a good business reputation, and

19.2.2 abiding by all relevant local laws (which would include human trafficking and slavery laws).

20. Precedence

20.1 In the event of a conflict between any term or condition contained in these T&Cs and a term or provision of any supply agreement between LumiraDx and Supplier, the applicable terms and provisions of the supply agreement will govern and prevail.

20.2 If We agree to any modifications to be made to these T&Cs, the modified terms and conditions will apply equally to these T&Cs, however in the event of any conflict the modified terms and conditions shall take precedence.

20.3 If LumiraDx agrees in writing to enter into the contract based on Supplier’s T&Cs, and there is a conflict between these T&Cs and Supplier’s terms and conditions, the Supplier’s terms and conditions shall take precedence.

21. English Language

21.1 In the event of a translation of these T&Cs, the English version of these T&Cs represents the understanding of LumiraDx and Supplier.

21.2 In the event of conflict between any translation of these T&Cs, the English version will prevail.

22. Governing Law and Dispute Resolution

These T&Cs shall be governed by the laws of Scotland, Supplier agrees to submit any disputes concerning these T&Cs to the non-exclusive jurisdiction of the Scottish courts.