Disclaimer

Giant Pharmaceuticals Ltd makes no warranties, guaranties, or representations with respect to the goods, express or implied; and Giant Pharmaceuticals Ltd hereby expressly disclaims and the buyer hereby expressly waives, any other warranties, guaranties, or representations, including, but not limited to, any warranty of merchantability or fitness for a particular purpose.

Giant Pharmaceuticals Ltd shall not be liable to buyer or to any third party for any special, indirect, incidental or consequential damages nor for any injury to persons or property, under any claim or theory of recovery.

Returns

Giant Pharmaceuticals Ltd will accept goods for return from Buyer in accordance with Giant Pharmaceuticals Ltd's standard Returned Goods Policy in effect at the time of return. Any goods subject to a recall initiated by the government or the manufacturer shall be returned to Giant Pharmaceuticals Ltd at Buyer's expense.

Compliance with law

Buyer shall comply with all government laws, rules and regulations applicable to the purchase and use of the goods. In addition, Buyer shall obtain all permits and licenses required by government authorities in connection with any of the goods and shall bear all expenses in obtaining such permits and licenses or in complying with any related rules, regulations, ordinances and statues.

Governing law

These Terms and Conditions of Sale and all other questions arising hereunder or pursuant to the parties' transaction shall be governed and determined by the laws of Kenya, excluding its conflict of laws provisions.

Force majeure

Giant Pharmaceuticals Ltd's obligations hereunder will be excused if and to the extent that any delay or failure to perform such obligations is due to fire or other casualty, product or material shortages, strikes or labor disputes, transportation delays, change in business conditions (other than insignificant changes), manufacturer out-of-stock or delivery disruptions, acts of God, seasonal supply disruptions, or other causes beyond the reasonable control of Giant Pharmaceuticals Ltd.

General

These Terms and Conditions of Sale are subject to revision, amendment or supplement by Giant Pharmaceuticals Ltd from time to time, and such revision, amendment or supplement shall be binding upon Buyer.

Cancellation of purchase order(s)

Giant Pharmaceuticals Ltd shall have the right hereunder to cancel all or part of any purchase order(s) to which these.

Terms and Conditions of Sale apply after its acceptance of the purchase order(s), without penalty or cancellation charge.

Credit/financial responsibility

If at any time Giant Pharmaceuticals Ltd, in its sole discretion, determines that the financial responsibility of Buyer may become impaired or unsatisfactory, Giant Pharmaceuticals Ltd shall have the right to demand that Buyer (a.) make advance cash payment for its obligations under any purchase order(s), (b.) post a letter of credit, or (c.) provide other security satisfactory to Giant Pharmaceuticals Ltd.

Relationship

The parties are acting independently and shall at all times act as an independent contractors of each other in the manufacture and sale of the goods and are not partners, joint venturers, agents, or legal representatives of each other, for any purpose. Neither party shall have any right or power to act for or bind the other, in any respect, to pledge its credit, to accept any service of process upon it, or to receive any notices of any nature whatsoever.

Waiver

Neither party's failure to insist, in one or more instances, upon the performance of any term or terms of these Terms and Conditions of Sale shall be construed as a waiver or relinquishment of such party's right to such performance or other future performance of such term or terms, and the other party's obligations with respect thereto shall continue in full force. Either party's consent to or approval of any act by the other party on any one occasion shall not be deemed a consent or approval of the same act on any subsequent occasion.

Dispute resolution

Any dispute relating to these Terms and Conditions of Sale which the parties are unable to resolve by mutual agreement shall be settled by a sole arbitrator in a binding, non-reviewable and non-appealable alternative dispute resolution process conducted in accordance with the KENYA LAWS. The existence of the dispute, the dispute resolution process, and the arbitrator's award shall be maintained confidential, provided that the arbitrator's award may be entered as a final judgment in any court having jurisdiction. In the event that any party hereto is required to pursue legal action to enforce or defend its rights pursuant to these Terms and Conditions of Sale, the prevailing party in any such legal action or proceeding shall be entitled to an award of reasonable attorneys' fees and all other related costs incurred therein.