Puragen Terms and Conditions

1. BACKGROUND

A The Customer wishes to purchase goods from Puragen LLC. (“Puragen”).

B The Customer has agreed to purchase the goods from Puragen on these terms and conditions of sale.

2. DEFINITIONS AND INTERPRETATION

Applicable Law means all federal, state and local statutes, laws, regulations, orders, rules, guidelines,

mandatory standards, licenses and consents, applicable to these T&Cs from time to time (whether under

the governing law of these T&Cs or the law of the place of performance) including any laws related to the

prevention of bribery and corruption, criminal financing and money laundering, any relevant health, safety

and environmental regulations and any licenses, requirements and restrictions applicable to the import or

export of the Goods from or to any relevant jurisdiction;

Customer means the person or company in receipt of the Goods;

Delivery Date means the date that the Goods are to be delivered to the Customer in accordance with the

Order;

Delivery Location means the site which the Customer has nominated to accept the delivery of the Goods;

Force Majeure Event means an act of God, governmental act, war, civil war, fire, actual or threatened

terrorist attack, nuclear or chemical contamination, flood, storm, earthquake, explosion, civil commotion,

epidemic, pandemic, labor dispute and any other circumstances beyond the reasonable control of the

affected party;

Goods means the goods supplied by Puragen in accordance with the Specification provided by the

Customer;

Order Confirmation means the document sent to the Customer confirming the acceptance of the order

by Puragen;

Order means an order for the Goods received by Puragen from the Customer;

Price means the price the Customer shall pay for the Goods as set out by Puragen from time to time;

Specification means the Customer’s specification for the Goods;

Spent Carbon Profile Form means the form required to be completed by the Customer prior to Puragen

accepting spent carbon for reactivation;

T&Cs means these terms and conditions;

Taxes means all applicable federal, state and local sales, use, excise and similar taxes;

Working Day means any day from Monday to Friday (inclusive), which is not a federal or state holiday in

the state where the Delivery Location is situated.

2.1 In these T&Cs (unless the context otherwise requires):

2.1.1 the words “including” and “include” and words of similar effect shall not be deemed to limit the

general effect of the words which precede them;

2.1.2 reference to any agreement or document shall be construed as a reference to it as varied,

supplemented or novated;

2.1.3 words importing persons shall include firms, companies and bodies corporate and vice versa;

2.1.4 words importing the singular shall include the plural and vice versa; and

2.1.5 construction of these T&Cs shall ignore the headings (which are for reference only).

3. TERM AND PLACING OF ORDERS

3.1 The Customer may send Orders to Puragen from time to time. Puragen is under no obligation to deliver

any Orders which have not been agreed between the parties in writing.

3.2 Upon acceptance of an Order, Puragen shall issue an Order Confirmation to the Customer.

4. DELIVERY AND DELAY IN DELIVERY

4.1 Puragen shall deliver the Goods to the Delivery Location, subject to there being adequate facilities for

delivery and unloading at that site.

4.2 The Customer shall provide, during normal working hours, such labor and facilities as are necessary for

unloading the Goods with reasonable dispatch on the day notified by Puragen for delivery.

4.3 Delivery of the Goods shall be complete upon their arrival in full in accordance with the terms of these

T&Cs at the Delivery Location.

4.4 The Customer shall make any claim for short delivery or for damage to the Goods at the time of delivery

and shall confirm any claim in this respect in writing to Puragen within three Working Days from the date

of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery

or damaged Goods. If there is short delivery, the Customer undertakes to accept the Goods delivered as

part performance of these T&Cs.

4.5 Puragen undertakes to use commercially reasonable efforts to dispatch the Goods in a timely manner to

ensure delivery on the Delivery Date.

4.6 Where the Goods are not delivered by Puragen but by an independent carrier appointed by the Customer,

delivery to or collection by the independent carrier shall be deemed delivery to the Customer.

4.7 If the Customer fails to take delivery on the Delivery Date, or if no delivery date has been agreed when

the Goods are ready for dispatch, Puragen shall be entitled to store and insure the Goods and to charge

the Customer the reasonable cost of doing so.

5. RISK AND TITLE

5.1 Subject to the provisions of this Section 5, title in the Goods shall pass from Puragen to the Customer

upon full payment of the invoice relating to those particular Goods by the Customer.

5.2 Risk in the Goods passes from Puragen to the Customer:

5.2.1 upon delivery of the Goods at the Delivery Location; or

5.2.2 upon collection of the Goods by the Customer’s appointed independent carrier and shall remain

at the Customer’s risk during transit, unloading and thereafter.

5.3 Until title to the Goods has passed to the Customer, the Customer shall:

5.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily

identifiable as Puragen’s property;

5.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

5.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full

price from the date of delivery;

5.3.4 notify Puragen immediately if it becomes subject to any of the events listed in Section 10.1.2; and

5.3.5 give Puragen such information as Puragen may reasonably require from time to time relating to:

5.3.5.1. the Goods; and

5.3.5.2. the ongoing financial position of the Customer.

5.4 Puragen may recover Goods in which title has not passed to the Customer. The Customer irrevocably

licenses Puragen, its officers, employees and agents, to enter any premises of the Customer (including

with vehicles), in order to satisfy itself that the Customer is complying with the obligations in Section 5.3,

and to recover any Goods in which title has not passed to the Customer.

6. SPENT CARBON ACCEPTANCE

6.1 If, in supplying the Goods to the Customer, Puragen is asked or required to accept spent activated carbon

material for regeneration and reactivation (Spent Carbon), the Customer shall complete a Spent Carbon

Profile Form.

6.2 Puragen may test and provide an analysis of the Spent Carbon to ensure that the Spent Carbon may be

reactivated, such analysis shall be final and definitive.

6.3 In the event that Spent Carbon may not be reactivated following such testing and analysis, Puragen shall,

in consultation with the Customer either:

6.3.1 return the Spent Carbon to the Customer at the Customer’s expense;

6.3.2 apply a reactivation surcharge to be charged to the Customer; or

6.3.3 arrange for third party disposal of the Spent Carbon at the Customer’s expense.

7. CHANGES TO SPECIFICATION

7.1 Puragen may, from time to time, make changes to the Specification that:

7.1.1 are required to comply with applicable laws, regulations, or industry standards; or

7.1.2 are minor and do not materially affect the form, fit, function, performance, or quality of the Goods.

7.2 For any material changes to the Specification (including any that may affect compatibility with the

Customer’s intended use), Puragen shall provide the Customer with:

7.2.1 reasonable advance written notice (not less than 30 days); and

7.2.2 an opportunity to review and approve such changes, such approval not to be unreasonably withheld

or delayed.

7.3 Where material changes are not acceptable to the Customer and cannot be mutually resolved, the

Customer may cancel any impacted Order without penalty.

8. PRICE AND PAYMENT

8.1 The Price of the Goods shall be exclusive of Taxes (which shall be listed separately on the invoice) which

the Customer shall be liable to pay to Puragen subject to the receipt of a valid invoice.

8.2 Where applicable, the Customer may present a tax exemption certificate to Puragen within 15 days of

receipt of a valid invoice. Otherwise, the Taxes shall be due and payable to the respective tax authority.

8.3 The Customer shall pay for the Goods within 30 days of the date of invoice save where the Customer has

no trading account with Puragen or cannot supply suitable trade references, in which case payment for

the Goods shall be made at the time of Order.

8.4 Puragen shall have the right to increase the Price of Goods to reflect increased costs which shall be

notified to the Customer within 14 days of coming into effect.

8.5 If payment, or any part thereof, is not made by the Customer by the due date, Puragen shall be entitled

to:

8.5.1 charge interest on the outstanding amount at the rate of the lesser of (i) 1.5% per month or (ii) the

maximum rate permitted by applicable law, accruing daily;

8.5.2 require payments in advance of delivery of undelivered Goods; and

8.5.3 refuse to make delivery of any undelivered Goods, whether ordered under these T&Cs or not,

and without incurring any liability whatever to the Customer for non-delivery or delay in delivery.

8.6 The Customer shall pay all accounts in full and shall not be entitled to exercise any rights of set-off or

counterclaim against invoices submitted.

9. QUALITY AND FITNESS FOR PURPOSE

9.1 Puragen warrants that:

9.1.1 the Goods will conform to the Specification as to quantity, quality and description;

9.1.2 the Goods will be of satisfactory quality and free from material defects in design, material and

workmanship.

9.2 Puragen shall not be liable for Goods’ failure to comply with the warranties set out in Section 9.19.1 if:

9.2.1 the Customer makes any further use of such Goods after giving notice of defects;

9.2.2 the defect arises because the Customer failed to follow Puragen’s oral or written instructions as

to the storage, commissioning, installation, use or maintenance of the Goods or good trade

practice regarding the same;

9.2.3 the Customer alters or repairs such Goods without the written consent of Puragen;

9.2.4 the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage

or working conditions; or

9.2.5 the Goods differ from the Specification as a result of changes made to ensure they comply with

applicable statutory or regulatory requirements.

9.3 EXCEPT AS EXPRESSLY SET FORTH IN THESE T&Cs, PURAGEN MAKES NO WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY

DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

9.4 Within a reasonable time of delivery the Customer shall carry out a thorough inspection of the Goods and

shall give written notification to Puragen forthwith of any alleged defect in quality, Specification or

composition of the Goods and shall give Puragen a reasonable opportunity to inspect the allegedly

defective Goods.

9.5 In the event of the Goods or any part of them being proven to be defective as alleged, Puragen’s liability

shall be limited to the replacement of the defective Goods or for the invoice value of the defective Goods

at Puragen’s option.

9.6 Any recommendations or guidance given to a Customer are based upon:

9.6.1 the data provided by the Customer at the time of purchase;

9.6.2 the range of products available at the time; and

9.6.3 the information available to Puragen at the time of purchase.

9.7 Unless specifically communicated to Puragen before purchase, changes to circumstances beyond

Puragen’s control that may impact upon the performance or efficacy of the product supplied shall be the

Customer’s sole responsibility and, provided that they conform to the Specification, Puragen shall not be

liable for the performance of Goods in the Customer’s specific application.

9.8 The weights or quantities, samples and analyzes as ascertained by, or on behalf of, Puragen and notified

to the Customer shall be conclusive unless proven otherwise. Any quotation made by Puragen is solely

an invitation to treat and shall not constitute an offer that is capable of acceptance.

10. CANCELLATION & TERMINATION

10.1 Either party may cancel an Order with immediate effect and terminate the trading relationship by

giving written notice to the other party in any of the following events:

10.1.1 the other party commits a material breach of its obligations under these T&Cs;

10.1.2 the other party takes any step or action in connection with: (i) filing a voluntary petition under any

chapter of the United States Bankruptcy Code or any similar federal or state law; (ii) having an

involuntary petition filed against it under any chapter of the United States Bankruptcy Code or any

similar federal or state law that is not dismissed within sixty (60) days; (iii) making a general

assignment for the benefit of creditors; (iv) having a receiver, trustee, or custodian appointed for

all or substantially all with its entering administration, provisional liquidation or any composition or

arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a

moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose

of a solvent restructuring), having a receiver appointed to any of its assets; or (v) becoming

insolvent or unable to pay its debts as they become due;

10.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on,

all or substantially the whole of its business; or

10.1.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to

which it is subject that has an effect equivalent or similar to any of the events mentioned in Section

10.1.2 and 10.1.3

10.2 Puragen may cancel an Order with immediate effect and recover any Goods stipulated within the

Order in the event that the Customer fails to take delivery of the Goods within 7 days of service by

Puragen of written notice to the Customer requiring the acceptance of delivery.

10.3 Without limiting its other rights or remedies, Puragen may cancel an Order with immediate effect and

recover any Goods stipulated within the Order by giving written notice to the Customer if the

Customer fails to pay any amount due under these T&Cs on the due date for payment and remains

in default not less than 14 days after being notified in writing to make such payment.

10.4 In the event of cancellation of an Order resulting from the default of the Customer, the Customer

shall immediately pay Puragen for all Goods delivered and for any cost (including legal cost) incurred

by Puragen as a result of the termination.

10.5 Termination of the parties’ trading relationship, however arising, shall not affect any of the parties’

rights and remedies that have accrued as at termination. Sections, which expressly or by implication

survive termination in these T&Cs, shall continue in full force and effect.

11. CONTRACT AND DISPUTE MANAGEMENT

11.1 Any dispute arising between the parties out of or in connection with these T&Cs shall be dealt with

in accordance with the provisions of this Section.

11.2 Either party serving notice in writing on the other party may initiate the dispute resolution process at

any time that a dispute has arisen. The notice shall include reasonable information as to the nature

of the dispute.

11.3 The parties shall use all commercially reasonable efforts to reach a negotiated resolution through

the following procedures:

11.3.1 within 7 days of service of the notice; the contract managers of the parties shall meet to discuss

the dispute and attempt to resolve it;

11.3.2 if the dispute has not been resolved within 14 days of the first meeting of the contract managers,

then the matter shall be referred to the Managing Directors (or persons of equivalent seniority).

The Managing Directors (or equivalent) shall meet within 14 days to discuss the dispute and

attempt to resolve it;

11.3.3 if the dispute has not been resolved within 30 days of the first meeting of the Managing Directors

(or equivalent) under Section 11.3.2then the matter may be referred to mediation administered

by JAMS or another mutually agreed mediation service;

11.3.4 until the parties have completed the steps referred to in Sections 11.3.2 and, where relevant

Section 11.3.3 and have failed to resolve the dispute, neither party shall commence formal legal

proceedings or arbitration except that either party may at any time seek urgent interim relief from

the courts or emergency arbitrator relief.

12. LIMITATION OF LIABILITY

12.1 The limits and exclusions in this Section reflect:

12.1.1 the insurance cover Puragen has been able to arrange (the Customer is responsible for

making its own arrangements for the insurance of any excess liability); and

12.1.2 the commercial circumstances relating to the supply of Goods to the Customer.

12.2 Nothing in these T&Cs shall limit or exclude either party’s liability for:

12.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or

subcontractors (as applicable);

12.2.2 fraud or fraudulent misrepresentation;

12.2.3 breach of any warranty of title under applicable law;

12.2.4 product liability claims under applicable law; or

12.2.5 any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.

12.3 Subject to Section 12.2:

12.3.1 PURAGEN SHALL NOT BE LIABLE TO THE CUSTOMER, WHETHER IN CONTRACT, TORT

(INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE, FOR

ANY LOSS OF PROFIT, LOSS OF SALES, LOSS OF PRODUCTION, LOSS OR DAMAGE TO

GOODWILL OR REPUTATION, LOSS OF CONTRACT OR ANY INDIRECT, SPECIAL,

INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS ARISING UNDER OR IN CONNECTION

WITH THESE T&CS; AND

12.3.2 PURAGEN’S TOTAL LIABILITY TO THE CUSTOMER FOR ALL OTHER LOSSES ARISING

UNDER OR IN CONNECTION WITH THESE T&CS, WHETHER IN CONTRACT, TORT

(INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE,

SHALL NOT EXCEED THE AGGREGATE AMOUNT OF THE INVOICES FOR THE TOTAL

GOODS SUPPLIED TO THE CUSTOMER IN THE PRECEDING 12 MONTH PERIOD OR

$1,000,000 USD, WHICHEVER IS THE GREATER.

13. FORCE MAJEURE

13.1 Neither party shall have any liability under or be deemed to be in breach of these T&Cs for any delay or

non-performance of its obligations under these T&Cs to the extent caused by any Force Majeure Event,

provided in all cases that the party whose performance is prevented or hindered has taken all steps (if

any) which it could reasonably be expected to have taken to prevent such delay or non-performance of

its obligations under these T&Cs occurring.

13.2 A party affected by a Force Majeure Event (the “Affected Party”) will as soon as reasonably

practicable on becoming aware of such event:

13.2.1 promptly notify the other party in writing when the Force Majeure Event occurs, what

obligations are affected, and when it is brought to an end; and

13.2.2 use all commercially reasonable efforts to mitigate the effect of the Force Majeure Event on the

performance of its obligations.

13.3 Any relief from liability under Section 13.1 shall only last for the duration of the Force Majeure Event.

13.4 If the Force Majeure Event prevents the Affected Party’s performance of its obligations for a

continuous period of more than two (2) weeks, the party not affected by the Force Majeure Event

may cancel the affected Order or any Order Confirmations immediately by giving written notice to

that effect to the Affected Party.

14. INTELLECTUAL PROPERTY

All intellectual property (including patents, copyright, trademarks, trade names, rights in get-up and

packaging, rights in designs, specifications and rights in confidential information (including know how and

trade secrets)), and any other intellectual property rights, in each case whether registered or unregistered,

relating to the Goods or any specification made known by Puragen to the Customer in relation to the

Goods or their manufacture shall belong to Puragen exclusively.

15. GENERAL

15.1 Assignment and other dealings.

15.1.1 Puragen may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over

or deal in any other manner with any or all of its rights and obligations under these T&Cs.

15.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust

over or deal in any other manner with any of its rights and obligations under these T&Cs without the

prior written consent of Puragen.

15.2 Confidentiality

15.2.1 Each party undertakes that it shall not at any time disclose to any person any confidential

information concerning the business, assets, affairs, customers, clients or suppliers of the other

party, except as permitted by Section 15.2.2.

15.2.2 Each party may disclose the other party’s confidential information:

15.2.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who

need to know such information for the purposes of exercising the party’s rights or carrying out

its obligations under or in connection with these T&Cs. Each party shall ensure that its

employees, officers, representatives, contractors, subcontractors or advisers to whom it

discloses the other party’s confidential information comply with this Section 15.2; and

15.2.2.2. as may be required by law, a court of competent jurisdiction or any governmental or

regulatory authority.

15.2.3 Neither party may use the other party’s confidential information for any purpose other than to

exercise its rights and perform its obligations under or in connection with these T&Cs.

15.3 Costs. Each party shall bear its own costs and expenses incurred in relation to the negotiation, preparation,

execution and implementation of these T&Cs.

15.4 Entire agreement.

15.4.1 These T&Cs constitute the entire agreement between the parties with respect to their subject

matter.

15.4.2 Each party acknowledges that in entering into these T&Cs it does not rely on any statement,

representation, assurance or warranty (whether made innocently or negligently) that is not set out

in these T&Cs. Each party agrees that it has no claim for innocent or negligent misrepresentation

or negligent misstatement based on any statement in these T&Cs.

15.5 Variation. No variation of these T&Cs shall be effective unless it is in writing and signed by the parties (or

their authorized representatives).

15.6 Waiver.

15.6.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a

waiver of any subsequent right or remedy.

15.6.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not

waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that

or any other right or remedy.

15.7 Severance. If any provision or part-provision of these T&Cs is or becomes invalid, illegal or unenforceable,

it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these T&Cs.

If any provision or part-provision of these T&Cs is deemed deleted under this Section 15.7, the parties shall

negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the

intended commercial result of the original provision.

15.8 Notices.

15.8.1 Any notice given to a party under or in connection with these T&Cs shall be in writing and shall

be:

15.8.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service

at its registered office (if a company) or its principal place of business (in any other case); or

15.8.1.2. sent by email to the following address (or an address substituted in writing by the party

to be served):

Name: Benjamina Cardinal

Position: Global Supply & Logistics Director

Email Address: [email protected]

15.8.2 Any notice shall be deemed to have been received:

15.8.2.1. if delivered by hand, at the time the notice is left at the proper address; or

15.8.2.2. if sent by nationally recognized overnight courier, on the next Working Day after deposit

with the courier; or

15.8.2.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in

the place of receipt, when business hours resume.

15.8.3 This Section 15.8 does not apply to the service of any proceedings or other documents in any

legal action or, where applicable, any arbitration or other method of dispute resolution.

15.9 Third party rights. These T&Cs are for the sole benefit of the parties and their permitted successors and

assigns, and nothing in these T&Cs, express or implied, is intended to or shall confer upon any other person

any legal or equitable right, benefit, or remedy of any nature whatsoever.

15.10 Governing law. These T&Cs and any dispute or claim arising out of or in connection with them or their

subject matter or formation shall be governed by and construed in accordance with the laws of the State of

State of Delaware, without regard to its conflict of laws principles.

15.11 Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts

located in the State of Delaware for any action or proceeding arising out of or relating to these T&Cs, and

each party irrevocably waives any objection to venue in such courts.

15.12 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY

IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE

T&CS.