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GENERAL TERMS AND CONDITIONS OF SALE FOR CLINICAL SERVICES

Terms of sale

General Terms: Following are the Terms and Conditions of Sale (the “Terms”) offered by M Diagnostics Pte. Ltd. (the “Provider”) to the purchaser of Clinical Services (the “Buyer”).
Clinical Services: For the purposes of these Terms and Conditions of sale, Clinical Services shall mean all clinical testing services provided by M Diagnostics Pte. Ltd. having its registered address at 30 Biopolis Street, #09-05/06 Matrix Building, Singapore 138671
Quotation Validity: The prices and these Terms & Conditions of Sale shall remain valid until amended or withdrawn by written notice.
Effective Date: The Terms are deemed to be in effect upon the Buyer’s acceptance of the contract as evidenced by means including but not limited to issuance of a Purchase Order by the Buyer, provision of a copy of the Provider’s order form or quotation duly executed by the Buyer, signing of a Service Agreement or other forms or written acknowledgement by the Buyer accepting the terms of the quotation issued by the Provider.
Amendments: The Provider may, from time to time and at its sole discretion, amend this General Terms and Conditions of Sale. Such amendments shall be deemed to be effective after fourteen (14) days from the provision of written notice to the Buyer.

Price, Ordering and Payment

Validity: Subject to the terms of any valid quotation issued by the Provider or any prior written agreement between the Buyer and the Provider, the Provider reserves the right, at its sole discretion, to revise the pricing and/or the scope of Clinical Services offered.
Taxes and Fees: Unless expressly stated otherwise, all prices are exclusive of any applicable taxes, duties or levies arising from the sale, delivery or use of the Clinical Services. Such taxes and duties shall be borne solely by the Buyer.
Cancellations or Changes: In the event of any cancellation or modification of order(s), the Buyer shall promptly notify the Provider via the designated sales enquiry hotline or email. All cancellations, changes or refund requests shall be subject to the Provider’s sole discretion. For the avoidance of doubt, the Provider is under no obligation to cancel or amend any order once it has been received from the Buyer. The Provider reserves the right to invoice the Buyer for any costs incurred up to the date of cancellation, as well as any additional charges arising from the requested changes. Payment of such charges shall be governed by the Terms set forth herein.
Turnaround Times: The Provider shall inform the Buyer of the applicable turnaround times for the Clinical Services. The Provider reserves the right to revise such turnaround times by providing written notice to the Buyer. The Provider shall not be liable for delays resulting from incomplete or inaccurate information provided in the order form, nor for delays caused by sample related issues not attributable to the Provider, including but not limited to improperly collected or stored samples. Turnaround times are contingent upon current laboratory capacity, and may be extended during periods of high demand. Additionally, in a minority of cases, test results may be inconclusive and require re-testing, which may further extend the time required to confirm a result.
Re-Testing (where applicable): In the event that a clinical test yields an inconclusive result, the Provider shall notify the Buyer as soon as practicable. The Provider shall not be obligated to repeat the clinical test. The Buyer may, at its own cost, request a re-test using the original sample (subject to the availability and adequacy of the sample) or arrange for a new sample to be collected and submitted for testing. For the avoidance of doubt, any re-testing whether by re-run of the original sample or testing of a new sample requested by the Buyer shall be treated and charged as a new test.
Payment: The Provider shall invoice the Buyer in accordance with the pricing and payment terms set out in the applicable quotation or as otherwise agreed in writing between the parties.
Late Payment: In the event of non-payment of any invoice by the due date, the Provider reserves the right to suspend the provision of Clinical Services to the Buyer until full payment of the outstanding amount is received. Without prejudice to any other rights or remedies available to the Provider, interest shall accrue on any overdue amount at the rate of 1.5 percent (1.5%) per month calculated from the due date until the date of full payment.

Sample Shipment:

Unless otherwise agreed in writing, all clinical samples (whether local and overseas) shall be shipped to the Provider’s designated sample receiving counter in compliance with applicable laws and regulations. The Provider shall assume responsibility for the clinical samples only upon their receipt and registration. Upon successful registration, the Provider shall notify the Company of the receipt of the clinical samples.

Warranty

Subject to all the terms and conditions set out herein, the Provider warrants that the Clinical Services will be performed in a professional and workmanlike manner, using a commercially reasonable degree of skill and care, and in accordance with applicable clinical protocols, specifications and all relevant statutory and regulatory requirements, including those governing patient safety, data protection and laboratory standards.
Exclusions: The foregoing warranties shall not apply to any non-conformance arising from (i) abuse, misuse, neglect, negligence, accident or improper handling or storage of clinical samples by the Buyer prior to receipt of the samples by the Provider; (ii) inaccurate or incorrect instructions, documentation or labeling provided by the Buyer; or (iii) events of Force Majeure, or (iv) use of the Clinical Services in conjunction with third party products or services not expressly approved in writing by the Provider as compatible or suitable.

Intellectual Property

Ownership: The Provider shall retain sole and exclusive ownership of all intellectual property rights arising from or related to the Clinical Services, including any methodologies, processes, know-how and any modifications or improvements thereto, whether developed independently by the Provider or jointly with the Buyer. Notwithstanding the foregoing, all medical data and information generated as a direct result of the Clinical Services, including patient specific data, test results and clinical findings, shall be the property of the Buyer.

Limitation of Liability

- To the maximum extent permitted by applicable law, the Provider shall not be liable for any indirect, special, incidental, punitive, exemplary, multiple or consequential damages (including without limitation damages for loss of use, facilities or equipment, revenue, profits, anticipated savings, contracts, business opportunities, goodwill or data) whether in contract, tort (including negligence), strict liability or otherwise, arising out of or in connection with the Clinical Services, even if the Provider has been advised of the possibility of such damages or losses.
- Notwithstanding anything to the contrary in these Terms, the Provider’s total aggregate liability to the Buyer for all claims, losses, liabilities, damages, costs and expenses of whatever nature and howsoever arising, in connection with the Clinical Services or these Terms (whether in contract, tort including negligence or otherwise) shall be strictly limited to the total amount actually paid by the Buyer to the Provider for the specific Clinical Services giving rise to the liability, and in no event shall the Provider be liable for any amount in excess of such payment.
- The Provider shall have no liability whatsoever, whether in contract , tort (including negligence) or otherwise for any losses, damages, cost or liabilities arising out of, resulting from, or caused by (i) any breach of these Terms by the Buyer; (ii) any inaccurate, misleading or unauthorised representation or warranty made by the Buyer to the Provider; (iii) the Buyer’s failure to comply with applicable laws and regulations; and (iv) any willful misconduct, omission, or other wrongful act or omission of the Buyer.

Indemnification

- The Buyer shall be solely and exclusively responsible for obtaining all necessary approvals, consents and permissions required for the provision of samples to the Provider and for ensuring all such samples and any use of related data fully comply with all applicable laws, regulations and governmental policies. The Provider shall have no responsibility or liability for verification of the same. The Buyer shall fully indemnify, defend and hold harmless the Provider and its affiliates, officers, directors, employees and agents from and against any and all claims, actions, damages, penalties, costs and expenses (including legal fees) arising directly or indirectly out of or relating to (i) Buyer’s use or misuse of the Clinical Services (ii) Buyer’s negligence, willful misconduct, or breach of these Terms; or (iii) any claim brought by a third party as a result of the Buyer’s acts or omissions.

Miscellaneous

Confidentiality:The Parties agree to treat as strictly confidential and not disclose to any third party any non-public information, documents or materials (including but not limited to, clinical study protocols, assay designs, oligonucleotide sequences performance and results data, sample information, proprietary methodologies and technical know-how), software algorithms or commercial information (including but not limited to market data,, customer information or pricing) received from the Provider or generated in the course of, or in connection with the Clinical Services (“Confidential Information”). The Buyer shall not use any Confidential Information for any purpose other than the performance of the Clinical Services, and shall not disclose Confidential Information to any third party without the prior written consent of the Provider, except as required by law or regulatory authority and only after giving prompt written notice to the Provider to enable the Provider to seek protective measures. The obligations of confidentiality in this clause shall survive the termination or expiry of the agreement for a period of five (5) years (or such further period as required by law) following the last disclosure of Confidential Information.
Personal Data Protection: The Parties shall comply at all times and shall ensure their personnel, representatives and subcontractors comply with all applicable personal data protection laws, regulations and guidelines (including but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the General Data Protection Regulation (GDPR) and any local and international laws governing personal health and medical data) with respect to any and all personal data collected which is provided, collected, processed, transferred or stored in connection with the Clinical Services. Without limiting the foregoing, the Buyer is solely responsible for obtaining, securing and maintaining all necessary consents, authorizations, and approvals from all data subjects (including patients and clinical trial participants) for the transfer and use of personal data by the Provider as required to perform the Clinical Services and shall promptly provide evidence of such consents upon request by the Provider. The Buyer shall fully indemnify the Provider against any costs, claims, liabilities or fines arising as a result of the Buyer’s breach of this clause. The Provider shall not be liable for any breach of data protection laws arising from inaccurate or incomplete personal data provided by the Buyer or non-compliance on the part of the Buyer or arising from the Buyer’s instructions.
Where personal data is required by the Provider for the performance of the Clinical Services, the Buyer represents, warrants and undertakes that
(i)prior to disclosing any personal data to the Provider, it shall have obtained all legally required, valid and enforceable consents from all relevant individuals, ensuring such consents permit all intended collection, use, processing and disclosure by the Provider for the purposes of the Clinical Services as well as any related regulatory or legal obligations; and
(ii) all personal data disclosed are and will remain accurate, current and complete; and
(iii) it shall immediately inform the Provider in writing of any withdrawal of consent, objection, correction or deletion requests received from individuals whose personal data have been disclosed and shall promptly provide all reasonable assistance required by the Provider in complying with any applicable laws in connection therewith.
The Buyer indemnifies and holds the Provider harmless against any and all claims, losses, liabilities, damages or expenses (including legal costs) arising from or in connection with any breach of this clause 8 by the Buyer.
Use of names: No Party shall make, or permit any person to make, any public announcement, communication or circular referring to, or using the other Party’s name, logo, trademarks or any other proprietary marks in any manner whatsoever without the prior written consent of the other Party, which consent may be granted or withheld at the other Party’s sole discretion.
Force Majeure: The Provider shall not be liable for, or deemed to be in breach of contract as a result of, any failure or delay in the performance of any of its obligations under this Agreement to the extent such failure or delay is caused by or results from floods, riots, fires, strikes, freight embargoes, acts of God, acts of war or hostilities of any nature, changes in laws or regulations of any government (whether of the Provider or the Buyer), epidemics, pandemics, acts or omissions of third parties or any similar cause or circumstances whatsoever that is beyond the reasonable control of the Provider (“Force Majeure Event”). The Provider shall give the Buyer prompt written notice of the occurrence and nature of any such Force Majeure Event as soon as reasonably practicable. If the Force Majeure Event continues for a period exceeding thirty (30) days, the Provider shall have the right, without liability, to terminate or suspend the affected part or parts of the Clinical Services by written notice to the Buyer.
Termination: The Provider may immediately suspend or terminate the provision of Clinical Services and/or these Terms without prior notice if (i) the Buyer breaches any material provision herein, (ii) any payment due and owing from the Buyer remains unpaid for more than fourteen (14) days after its due date; or (iii) for convenience, upon thirty (30) days’ prior written notice to the Buyer. In the event of termination due to the Buyer’s breach, (including overdue payment), all outstanding amounts shall become immediately due and payable, and the Provider shall be entitled to retain any amounts already paid by the Buyer.
Governing Law: These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Parties agree that any disputes arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts located in Singapore and the Buyer irrevocably submits to the jurisdiction of such courts.
Entire Agreement & Amendments: These Terms constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings and agreements. Any amendment to these Terms must be in writing and signed by an authorized representative of the Provider.