Article 1. SCOPE OF APPLICATION  

1. These Terms and Conditions of Sale (“Terms”) apply to all sales of products (the “Products”) made by Ceva Animal Health, LLC or its subsidiary, Biomune Company (collectively “Ceva”) to its customers (each a “Customer”). 
2. Except as otherwise agreed in writing by Ceva, Ceva’s supply of Products to Customer is EXPRESSLY LIMITED TO AND CONDITIONED UPON CUSTOMER’S ACCEPTANCE OF THESE TERMS. CEVA HEREBY OBJECTS TO AND REJECTS ANY TERMS OR CONDITIONS THAT ARE ADDITIONAL TO OR DIFFER FROM THESE TERMS. Customer’s order and receipt of and/or payment for Products constitutes Customer’s full acceptance of these Terms. These Terms set forth Ceva’s and Customer’s entire agreement related to the purchase and sale of the Products and shall prevail over any additional or conflicting clauses or conditions included in any purchase order, confirmation or other document. 
3. Ceva may modify these Terms from time to time with or without notice to Customer. The Terms in effect on the order date apply to the purchase of Products subject to such order. Any future order that Customer submits will be governed by Ceva’s terms and conditions of sale in effect on the order date for such future order, irrespective of any course of dealing between or expectation of the parties. 

Article 2. ORDERS  

1. Each accepted order constitutes a separate contract for the supply and purchase of Products. Ceva shall be free to accept or reject any order received from Customer in its sole discretion. No modification or cancellation of an order shall be binding without Ceva’s written acceptance. Ceva may adjust delivery lead times or other terms of sale as a condition to its acceptance of any modification. 
2. Orders will be supplied only in multiples of Ceva’s standard packaging or production yield. If necessary, orders will be rounded to the nearest multiple and Customer shall be charged for all Products delivered. 
3. Ceva may make any modifications it deems necessary or is rendered necessary by applicable laws and regulations in the design, engineering, specifications, materials, packaging and labeling of Products. Such modifications shall not entitle Customer to modify or cancel any order for Products. 

Article 3. PRICE 

Unless Ceva agrees otherwise in writing, Products prices shall be invoiced in accordance with Ceva’s price list in force as of the order date.  Prices specified in the price list are presented net of any sales, use, value added or other taxes, cost of transportation and cargo insurance costs. Ceva reserves the right to modify at any time the prices of its Products. 
 

Article 4. TERMS OF PAYMENT – RETENTION OF TITLE 

1. Subject to Article 4.2, Ceva will invoice Customer for Products upon shipment of the Products. Invoices may be delivered by mail or electronically. Unless otherwise directed or approved by Ceva in writing, payment for Products shall be made to Ceva’s account by SWIFT or ACH transfer within thirty (30) days of the invoice date. No discount shall be applied for early payment. 
2. Customer shall promptly inform Ceva in case of payment difficulties and/or insolvency proceedings against it. If Customer’s credit materially changes following Ceva’s acceptance of an order or if Ceva reasonably deems itself insecure in the future collection of Customer’s account, then Ceva may alter Customer’s payment terms by written notice to Customer, including, without limitation, requiring payment in advance of Product shipment.  When advanced payment is required, Ceva will invoice Customer following Ceva’s acceptance of Customer’s order and prior to Products’ shipment.  Such invoice may include estimated taxes, freight and insurance costs for the shipment. Ceva will invoice Customer and Customer will pay Ceva in accordance with Article 4.1 for any taxes, freight and insurance costs in excess of estimated amounts. 
3. If Customer makes partial payment or does not pay by the due date, all outstanding amounts Customer owes Ceva for any reason whatsoever shall become immediately due and payable. Without limiting any other right or remedy available to Ceva, Ceva may (a) cancel or suspend any ongoing and/or further delivery of Products to Customer, (b) sell or otherwise dispose of any Products which are the subject of any order by Customer, without compensation of any kind to Customer and/or (c) deduct any amounts Ceva owes Customer from any sums Customer owes Ceva. Customer shall not be entitled to exercise any set-off. 
4. Ceva shall be entitled to charge Customer interest on all past due invoice amounts at a rate of one percent (1.0%) (or, if lower, the maximum rate allowed by law) accrued monthly. Ceva shall also be entitled to recover from Customer any recovery costs Ceva incurs to the extent permitted by law (for sales governed by an EU member state, the customer shall pay a lump sum equivalent to 40 Euros for recovery costs unless the costs incurred are of a higher amount). 
5. Until Customer pays in full for Products, Customer shall (a) not pledge or allow any lien, charge or other security interest to encumber the Products; (b) Ceva shall have an interest in the proceeds of sale in an amount equivalent to the amount Customer owes Ceva. 

Article 5. DELIVERY – TRANSFER OF RISKS   

1. Shipment dates are given on an indicative basis only. Ceva is not liable for any delays in delivery, regardless the reason for such delay. 
2. Except in case of apparent non-conformity of Products at receipt of the Products, Customer shall take possession of the Products upon arrival at the agreed place of destination specified in the order. 
3. Unless Ceva otherwise agrees in writing, Products shall be delivered CIP (place of destination specified in the order), as defined in the Incoterms® 2020 – ICC. Delivery point shall be the first means of transport on route to destination. Ceva will invoice Customer for taxes, freight and insurance costs for Products shipment. 

Article 6. WARRANTY 

1. Subject to Customer complying with Article 9 of these Terms, Ceva warrants that Products, upon delivery, shall be free from defects and shall conform to Ceva’s specifications for such Products. 
2. The warranty set forth in this Article 6 is Ceva’s sole and exclusive warranty related to Products. Ceva disclaims any and all other representations and warranties related in any way to Products, whether express or implied. 

Article 7. CLAIMS  

1. In case of damaged or missing Products apparent at time of delivery Customer shall notify Ceva and the carrier of such damages or missing Products within three (3) days following Customer’s receipt of Products.   
2. For damaged or missing Products not apparent at time of delivery, Customer shall notify Ceva in writing of such damages or missing Products within fifteen (15) days following Customer’s receipt of Products.  
3. Customer shall notify Ceva of any latent defects affecting Products within five (5) days following Customer’s discovery of such latent defect, but in no event later than the expiry date of the Product. Customer shall provide Ceva with documents or other information (including samples, delivery notes, batch numbers and other information mentioned on the packaging) giving evidence of the damaged, missing or defective Products.  
4. In case of failure to meet the above conditions, Products shall be deemed conforming, and all Customer’s claims of non-conformance are hereby waived. 
5. In case of missing Products or if non-conforming Products are delivered, Ceva’s responsibility shall be limited, at Ceva’s choice, to the replacement of such missing and/or non-conforming Products or refund to Customer of amounts paid for missing or non-conforming Products; Customer shall not be entitled to claim compensation of any other kind or cancellation or modification of the corresponding order. 
6. In no event, except as expressly required by law, shall Ceva or its affiliates be liable to Customer or any third party for special, punitive, incidental, indirect, consequential or exemplary damages or costs (including legal fees and expenses), or loss of goodwill or profit in connection with any claim arising from Ceva’s sale of Products. 
7. In no event shall Ceva’s liability to Customer arising out of or relating in any way to Products or these Terms exceed the total amount Ceva receives from Customer for Products delivered to Customer during the 3-month period immediately preceding the date such liability actually or allegedly arose. 

Article 8. RETURN OF PRODUCTS  

1. No return of Products shall be accepted without Ceva’s prior written consent. After Ceva’s consent, all Products returned must be unused, packed in original, undamaged packaging, and in saleable condition. Products with expired shelf life shall be neither returned nor exchanged. 
2. At Ceva’s direction, Customer shall destroy non-conforming Products in compliance with applicable laws.  Customer shall provide Ceva with the certificate of destruction issued by the company in charge of the destruction of the Products.  Customer shall not destroy or otherwise dispose of non-conforming Products without first providing Ceva a reasonable opportunity to inspect the same. 

Article 9. CONDITIONS OF STORAGE AND USE OF THE PRODUCTS 

1. Products shall be stored and used only by qualified personnel as directed on applicable Products packaging (including inserts), specifications or as Ceva may otherwise indicate in writing. 
2. Ceva may, upon reasonable prior notice, inspect or cause to be inspected Products storage conditions maintained by Customer, including without limitation all storage temperature and other inventory records. Customer shall maintain records of storage for a period of not less than 6 months following removal of the Products and provide copies to Ceva upon request. 
3. Ceva shall not be liable for incidents or claims arising from Customer’s or any third party’s: (a) non-compliance with Products specifications, conditions of storage or use or requirements of sale; (b) alteration of Products; (c) negligence or illegal actions in storage, promotion, use or sale of the Products. 
4. Customer shall inform Ceva in writing of any adverse event, reaction or any improper use concerning Products within 48 hours following Customer’s becoming aware of such occurrence. 
5. Customer shall defend, indemnify and hold harmless Ceva from and against any and all liabilities, claims, demands, lawsuits, fines, attorney fees, and costs arising out of, pertaining to, relating to, or connected with, directly or indirectly, Customer or any third party’s use, handling, possession, or administration of the Products or Customer’s possession, production or sale of animals receiving the Products. 
    

Article 10. RECALL OF PRODUCTS  

Customer shall implement a traceability system for Products Customer sells enabling it to recall a Product from the purchaser if Ceva or the relevant authorities directs a Products recall. 
 

Article 11. INSURANCE 

Customer shall, at its cost and expense, obtain (a) general liability insurance, including coverage for public and product liability, in an amount reasonably adequate to cover its potential liability in relation to Products, and (b) insurance coverage for Products held in Customer’s inventory in an amount adequate to cover the purchase price of such Products. 
 

Article 12. FORCE MAJEURE 

Ceva shall under no circumstance be liable for damages arising directly or indirectly from the delay or default in the performance of its obligations under these Terms if such delay or default is due to a force majeure event, which shall be anything beyond the reasonable control of Ceva, including but not limited to acts of God, strikes, fires, natural disasters, shortage of supply, wars, civil commotions, pandemic, any governmental actions affecting production, registration and/or sale of Products. 
 

Article 13. PERSONAL DATA PROTECTION 

Ceva and Customer undertake to comply with their obligations in accordance with the EU Regulation 2016/679 (“General Data Protection Regulation”) as well as any applicable data privacy laws and regulations of a Member State of the European Union or other country or jurisdiction to which Customer is subject. In the context of the processing of contact data, Ceva and Customer undertake to process data relating to their respective interlocutors in accordance with such regulations, in particular with a view to ensuring the exercise by the persons concerned of their privacy rights. For further information, please refer to https://www.ceva.com/en/Footer-s-links/Privacy-policy2.  
 

Article 14. ETHICS AND COMPLIANCE PRINCIPLES 

Customer shall at all times abide by the Ceva Group Business Ethics & Principles For Business Partners policy found at www.ceva.com/en/Who-are-we/Ethics-and-Compliance. Customer’s failure to comply with such policy may result in cancellation of the pending orders and/or termination of Customer as a Ceva business partner. 
 

Article 15. APPLICABLE LAW AND JURISDICTION 

1. These Terms shall be construed, interpreted and enforced in accordance with the laws of the state of Kansas, United States of America. The prevailing party in any suit or action shall be awarded its reasonable attorneys’ fees and litigation expenses, in addition to all costs allowable by law. The application of the U.N. Convention on Contracts for the International Sale of Goods (1980) is excluded. 
2. If any provision of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be severed from all other provisions, and the remaining provisions, shall remain in full force and effect, unless the parties would not have concluded a contract without the affected provision. 
    

Article 16. AUTOGENOUS VACCINES. 
The following terms and conditions apply solely to Ceva’s sale and Customer’s purchase of autogenous vaccines:   

1. Ceva manufactures custom (autogenous) biologic products, including bacterin and viral based vaccines (“Autogenous Products”) based on Customer’s custom vaccine order form.  All Autogenous Products are manufactured in a manner consistent with the United States Department of Agriculture (“USDA”) requirements for federally licensed biologics products, including the requirements set forth in Title 9 of the Code of Federal Regulations (9CFR).  Products may only be used with the Customer’s livestock, in accordance with all applicable laws, and under the supervision of a trained and licensed veterinarian. Ceva manufactures Products using isolates of microorganisms that are believed to be disease causing agents within Customer’s livestock. Isolates or specimens sent to Ceva are further processed for production of the custom Autogenous Products.  All isolates, materials or specimens, including, any organism (living or dead), any virus, and/or any non-organic life form or synthetic construct contained within such sample materials or specimens submitted to Ceva or collected by Ceva will, upon submission or collection thereof, become Ceva’s property.  Since Ceva does not control circumstances under which isolates are obtained or Products administered, Ceva assumes no responsibility or liability related to the use of Autogenous Products. 
2. Customer’s orders for Autogenous Products are conditional on USDA’s release for the initial and all subsequent shipments of Autogenous Products.  Autogenous Products are produced exclusively for the specific disease afflicting Customer’s livestock and are not saleable to third parties.  Once Ceva accepts Customer’s order for Autogenous Products, the order is non-cancelable.  
3. All Autogenous Products are produced to order. Customer agrees to purchase the quantity indicated on the accepted Order.  Due to the nature of manufacturing biological products, yields for each serial or production run of Autogenous Products may vary. Overruns and underruns not to exceed 10% of the quantity ordered shall constitute acceptable fulfillment of Customer’s order. Ceva will charge and Customer shall pay for the actual quantities of Autogenous Products delivered. 

Ceva may agree to store unused Autogenous Products for Customer.  If Ceva stores Autogenous Product for the Customer, Ceva will ship to Customer (i) the quantity of Autogenous Products that Customer’s request from time to time and (ii) all remaining Autogenous Products in Ceva’s inventory a minimum of 90 days prior to the expiration date for such Autogenous Products.