Terms and Conditions

DEBUT BIOTECHNOLOGY, INC. GENERAL TERMS AND CONDITIONS OF SALE NORTH AMERICA / BEAUTY & PERSONAL CARE DIVISION

1. ENTIRE AGREEMENT.
   These Terms and Conditions of Sale (collectively, “T&C”), together with any executed long form agreement between Debut Biotechnology, Inc. Development Corporation Inc. and/or any of its subsidiaries (collectively, “Debut”) and Client (each a “Contract”), contain the entire and exclusive agreement between the parties regarding the sale of products by Debut Biotechnology, Inc. to Client (“Products”) as described in any purchase order placed by Client in electronic or written form (each a “PO”). The T&C, together with the PO and Contract, if any, are referred to herein as the “Sales Terms”. If there is a conflict between the T&C and the Contract, the Contract shall govern. Client’s assent to these T&C shall be conclusively presumed from Client’s submission of a PO or Client’s acceptance of any or all of the Products delivered. Debut Biotechnology, Inc. expressly rejects all additional terms and conditions or modifications submitted by Client. No waiver or modification of the Sales Terms shall be binding upon Debut Biotechnology, Inc. unless made in writing and signed by a duly authorized representative of Debut. If any provision of these T&C is found to be invalid, such provision shall be ineffective only to the extent of such invalidity, and all other provisions shall remain in effect. Both parties shall negotiate in good faith in order to agree to the terms of a mutually satisfactory provision to be substituted for any provision that is found to be invalid.
   
   
2. PAYMENT; CREDIT TERMS; TAXES.
   Client agrees to pay Debut Biotechnology, Inc. for all Products ordered by Client as per the accepted PO. Unless otherwise agreed by the parties in writing, payment for the full amount of each invoice shall be made to Debut Biotechnology, Inc. upon receipt of the invoice, by wire transfer or electronic funds transfer, in American currency or Canadian currency as established in the invoice. Debut Biotechnology, Inc. reserves the right to impose interest at a rate of 8% per month on overdue amounts owing not to exceed the maximum rate allowed by applicable law. No offset or deduction claimed by Client from any invoice or PO is permitted. Debut Biotechnology, Inc. reserves the right, among other remedies, to suspend future deliveries if Client fails to make any payments as herein provided or if Debut Biotechnology, Inc. deems that its prospect of receiving payment from Client is impaired. If Client fails to pay any amounts owed to Debut Biotechnology, Inc. when due, Debut Biotechnology, Inc. may, at Debut’s option, (i) treat all outstanding POs submitted by Client as repudiated, (ii) demand payment from Client for all legal fees and costs incurred by Debut Biotechnology, Inc. in collecting past due amounts, and (iii) dispose of all Products ordered by Client. In addition to the purchase price, Client shall pay Debut Biotechnology, Inc. any and all governmental taxes, charges or duties of every kind that Debut Biotechnology, Inc. may be required to collect or pay upon sale, transfer or delivery of Products.
   
   If at any time the financial responsibility or the credit risk of Client is unsatisfactory to Debut, Debut Biotechnology, Inc. may (a) require cash or satisfactory security prior to subsequent shipments or deliveries of Products or other performance under a PO; (b) withhold subsequent shipments of Products until Client is no longer considered a credit risk; and/or (c) adjust the payment terms previously agreed to by the parties. The election by Debut Biotechnology, Inc. to act pursuant to the foregoing avenues of action shall not cancel or reduce any of the obligations of Client hereunder. Client agrees to pay all costs and expenses, including legal fees on a substantial indemnity basis, incurred by Debut Biotechnology, Inc. in the collection of any sum payable by Client to Debut.
   
   
3. ORDERS: ACCEPTANCE; MODIFICATION; CANCELLATION.
   POs placed by Client shall not be binding upon Debut Biotechnology, Inc. unless such PO is accepted by Debut Biotechnology, Inc. in writing. Debut Biotechnology, Inc. reserves the right to refuse any PO placed by Client. POs may not be modified or cancelled by Client after its acceptance by Debut Biotechnology, Inc. without Debut’s written consent. Client shall be liable for any costs incurred by Debut Biotechnology, Inc. due to Client’s modification or cancellation of a PO, including but not limited to, materials that cannot be reused, applied labor, cancellation fees from suppliers of raw materials and packaging components, material disposal fees, warehousing costs, inventory carrying costs and any administrative costs. Debut Biotechnology, Inc. shall invoice Client for the costs of any modification or cancellation, and it shall be due within thirty (30) calendar days of the date of the invoice.
   
   
4. PRICING.
   Debut Biotechnology, Inc. reserves the right to adjust its prices from time to time, by providing reasonable notice to Client. Pricing listed in the PO is not guaranteed for any future POs. Debut Biotechnology, Inc. may also adjust the price of any Product in an accepted PO, if the cost of manufacturing the Products is increased due to Client modifications, increases in raw material, labour, transportation costs or otherwise. If there is no price indicated on the accepted PO, the price of the Products will be communicated to the Client at delivery and will be reflected in the invoice. Client is solely responsible for all costs related to transport, unloading, freight, customs, tariffs and duties, insurance and any other fees or similar financial obligations relating to the delivery of the Products. Client shall be fully liable for all costs imposed by a freight carrier on Debut Biotechnology, Inc. in relation to the Products and it shall immediately reimburse Debut Biotechnology, Inc. for any freight carrier fees or penalties paid by Debut, upon receipt of notice.
   
   
5. SHIPPING TERMS.
   Delivery of the Products is Ex Works (EXW) – Incoterms 2020 at Debut’s designated location. The prices in the PO are based on EXW Delivery Location, in addition to the terms and conditions set forth in Section 4.  The title and risk of transport to the Products are transferred to the Client upon its pickup of the Products at Debut’s designated location. If the Products are ready for pick-up at Debut’s designated location, and Client requests in writing that the confirmed pick-up date of the Products be extended, Client hereby consents to enter into Debut’s bill and hold standard agreement.
   
   
6. RAW MATERIAL AND PACKAGING COMPONENTS PROVIDED BY CLIENT.
   Client is solely responsible for all costs related to transport, loading and unloading, customs, freights, tariffs and duties, insurance and any other fees or similar financial obligations relating to any raw materials and/or components provided by Client, or on behalf of Client, to Debut Biotechnology, Inc. to manufacture the Products (the “Client Supplied Material”). As a result, if Client Supplied Material are either defective or otherwise non-conforming with Client’s specifications relating to the Products, Client shall reimburse Debut Biotechnology, Inc. for any and all damages incurred by Debut Biotechnology, Inc. as a result thereof, including, without limitation, damages for Product replacement, relabelling or rework in the event that the defect only becomes apparent after Debut Biotechnology, Inc. has manufactured the Products. All deliveries of Client Supplied Material must have an accepted dock appointment provided by Debut. Client Supplied Material that are packaging materials or components, or raw materials that do not require micro testing, must be delivered to Debut Biotechnology, Inc. fifteen (15) calendar days before the scheduled production commencement date. Client Supplied Material that are raw materials requiring micro testing must be delivered to Debut Biotechnology, Inc. thirty (30) calendar days before the scheduled production commencement date. Debut Biotechnology, Inc. reserves the right to refuse or reject any deliveries of Client Supplied Material for quantities in excess of what is required, in the sole opinion of Debut, for the accepted PO and/or which are due to arrive earlier than thirty (30) calendar days before the expected production commencement date.
   
   
7. RAW MATERIAL AND PACKAGING COMPONENTS PURCHASED ON BEHALF OF CLIENT.
   Except for any Client Supplied Material, Debut Biotechnology, Inc. will procure all necessary raw materials and/or components necessary to meet the requirements of the accepted PO (the “Purchased Material”). Client acknowledges that Debut Biotechnology, Inc. may be subject from time to time to certain Minimum Order Quantity (“MOQ”), Economic Order Quantity (“EOQ”), and lead time requirements imposed by its own suppliers, and hereby authorizes Debut Biotechnology, Inc. to purchase and store additional quantities of Purchased Material on behalf of Client that are necessary to meet such MOQ, EOQ and lead times (the “Secured Material”). Client hereby agrees to be liable for all costs incurred by Debut Biotechnology, Inc. in connection with any Secured Material that is reasonably required to be purchased by Debut Biotechnology, Inc. for the Products.
   
   
8. EXCESS INVENTORY; PALLET FEE.
   In order to fulfill the PO, Client acknowledges that Debut Biotechnology, Inc. agrees to hold any Purchased Material, Secured Material and/or Client Supplied Material, as the case may be, for a maximum period of ninety (90) calendar days, after which it will be deemed excess and/or obsolete inventory (“Excess Inventory”). Client shall have fifteen (15) calendar days after being notified by Debut Biotechnology, Inc. of any Excess Inventory to (a) submit a PO  to convert all Excess Inventory into Products, or (b) instruct Debut Biotechnology, Inc. to issue an invoice for all Excess Inventory (except for Client Supplied Material), billed back to Client a cost plus any applicable Pallet Fee (as defined below), and requests that all Excess Inventory be either shipped to a location of its choice, at Client’s expense, or destroyed by Debut, at Client’s expense. Should Client fail to exercise one of the above options within the 15-day period after it is notified of Excess Inventory, Debut Biotechnology, Inc. may dispose of any such Excess Inventory in the manner of its choice, at its sole discretion, and invoice Client for all Excess Inventory purchased costs and applicable storage, shipping, destruction fees and Pallet Fee. Debut Biotechnology, Inc. reserves the right to charge a monthly storage fee per pallet (the “Pallet Fee”), prorated as necessary, to the account of Client until all Excess Inventory is either converted per Option (a) above or shipped/destroyed per Option (b) above. Unless otherwise agreed in writing by Debut, the Pallet Fee to be charged to the Client will be of: USD$ 45 per pallet from 90 to 180 calendar days, and USD$60 per pallet following 180 calendar days. For clarity, Debut’s right to charge a Pallet Fee applies to all Excess Inventory immediately after the 90-day holding period expires, including also raw materials and packaging components covered by a PO.
   
   
9. DISCLAIMERS.
   CLIENT SHALL INSPECT THE PRODUCTS SUPPLIED HEREUNDER IMMEDIATELY AFTER DELIVERY. EXCEPT WITH RESPECT TO CLAIMS FOR SHORTAGES, CLIENT'S FAILURE TO GIVE NOTICE TO DEBUT BIOTECHNOLOGY, INC. OF ANY CLAIM WITHIN 15 CALENDAR DAYS AFTER THE DATE OF DELIVERY SHALL CONSTITUTE UNQUALIFIED ACCEPTANCE OF THE PRODUCTS AND A WAIVER BY CLIENT OF ALL CLAIMS WITH RESPECT THERETO. CLAIMS FOR SHORTAGES MUST BE RECEIVED IN WRITING BY DEBUT BIOTECHNOLOGY, INC. WITHIN 48 HOURS AFTER DELIVERY OF PRODUCTS. DEBUT BIOTECHNOLOGY, INC. SHALL BE GIVEN A REASONABLE OPPORTUNITY TO INSPECT ANY SHIPMENT CLAIMED BY CLIENT TO CONTAIN A SHORTAGE. IF REQUESTED BY DEBUT, CLIENT SHALL RETURN THE NONCONFORMING PRODUCT TO DEBUT BIOTECHNOLOGY, INC. STRICTLY IN ACCORDANCE WITH DEBUT’S WRITTEN INSTRUCTIONS CONCERNING SHIPPING, HANDLING, INSURANCE, AND OTHER MATTERS AS TO WHICH DEBUT BIOTECHNOLOGY, INC. ISSUES INSTRUCTIONS. FAILURE TO COMPLY WITH THESE PROVISIONS SHALL INVALIDATE ANY CLAIM BY CLIENT FOR BREACH OF WARRANTY.

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10. INTELLECTUAL PROPERTY.
    All right, title and interest in Debut’s intellectual property rights, including but not limited, to the know-how (including, without limitation, know how relating to formulations, backbone, chassis, batch samples or records, production, ingredients, materials, tests, quality control, manufacturing instructions, specifications, standard operating procedures, processes, protocols, data and lab results), inventions (whether patentable or not), formula provided by Debut, patents, patent applications, licenses, research and development techniques, trade secrets, trademarks or other intellectual property (collectively, “Debut Biotechnology, Inc. IP”) used in the formulation, reformulation, development or manufacturing of any formulation by Debut Biotechnology, Inc. for the Client or by Debut Biotechnology, Inc. for manufacturing the Products, are wholly and entirely the property of Debut. If Debut Biotechnology, Inc. has provided formulation or reformulation services to Client for the Products, nothing herein shall serve to, or should be construed to, transfer any ownership rights whatsoever in and to Debut Biotechnology, Inc. IP to the Client. Debut Biotechnology, Inc. may make free and unrestricted use of all of Debut Biotechnology, Inc. IP, at its sole discretion, for its customers.
    
    Client hereby licenses to Debut Biotechnology, Inc. a right to use any and all Client IP, as required by Debut Biotechnology, Inc. to manufacture the Products. Client represents and warrants that it is either the owner of the Client IP (defined below) or has the right to grant licenses in and to the Client IP. The Client IP includes, without limitation, any trademarks, designs, patents, artworks, and similar intellectual property, whether registered or unregistered. Debut Biotechnology, Inc. confirms that it shall only use the Client IP to manufacture the Products and shall not attempt to acquire ownership of the Client IP provided by the Client.
    
    
11. STEWARDSHIP.
    Client is solely and entirely responsible for (a) obtaining and maintaining, at its cost, all legal authorizations, regulatory approvals, registrations, applications, or other relevant documentation that may be required to sell or distribute the Products in end markets and countries identified by Client; (b) requesting and carrying out any necessary evaluations, tests, and analyses to substantiate Product claims, or demonstrate the safety, efficacy or fitness for use of the Products; (c) any artwork, instructions and labels to be applied to the Products; and (d) conducting or obtaining all necessary “freedom to operate” or third party intellectual property infringement analysis and opinions, patentability assessments, and/or preparation or filing of patent or trademark applications related to the Products. Debut Biotechnology, Inc. disclaims all liabilities associated with any tests, evaluations or analysis conducted by or on behalf of Client to substantiate any Product claims, or demonstrate the safety, efficacy or fitness for use of the Products. Client agrees to indemnify and hold harmless Debut, and to defend it, against any claims or allegations of (i) improper or unsubstantiated Product claims, or (ii) patent or other third-party intellectual property rights infringement.

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12. NO WARRANTY.
    DEBUT BIOTECHNOLOGY, INC. EXPRESSLY DISCLAIMS  AND MAKES NO WARRANTY, REPRESENTATION, CONDITION OR GUARANTEE, EITHER EXPRESS OR IMPLIED, IN RESPECT OF ANY TECHNICAL OR REGULATORY ADVICE FURNISHED OR RECOMMENDATION MADE BY DEBUT BIOTECHNOLOGY, INC. OR ITS REPRESENTATIVES CONCERNING ANY USE OR APPLICATION OF ANY PRODUCTS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES (IMPLIED OR NOT), REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, COMMERCIAL VIABILITY, PATENTABILITY, FREEDOM-OF-OPERATION, SUFFICIENCY, COMPLETENESS, SUITABILITY, SAFETY, EFFICACY, ACCURACY AND IN RESPECT OF THE RESULTS TO BE OBTAINED, AND THOSE ARISING FROM STATUTE. CLIENT ASSUMES FULL RESPONSIBILITY FOR PRODUCT CLAIMS, EVALUATION, QUALITY CONTROL, COMMERCIALIZATION, REGULATORY COMPLIANCE, TESTING AND DETERMINATION OF SUITABILITY OF PRODUCT FOR ITS INTENDED APPLICATION OR USE.

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13. CONFIDENTIALITY.
    If the parties have signed a confidentiality agreement prior to the acceptance of the attached PO, the terms of that agreement are incorporated by reference to these T&C, provided that the confidentiality agreement has not expired. In the event of a conflict between the confidentiality agreement and these T&C, the latter shall prevail. If the parties have not signed a confidentiality agreement, the Client must treat as confidential the Sales Terms and all other information disclosed, exchanged, accessed or obtained by Client and its affiliates and subcontractors (whether verbally, electronically or otherwise) as a result of the Sales Terms.
    
    
14. LIMITATION OF LIABILITY.
    Except as otherwise provided herein, Debut’s sole obligation and liability, and Client’s exclusive remedy, for any claim or liability in any way connected with or arising out of the Sales Terms or any Product provided under the Sales Terms, whether based in tort (including negligence), contract, strict liability or any other legal theory, shall be for direct damages only and is expressly limited to, at Debut’s option, replacement, repair or rework, as applicable, of nonconforming Product or payment in an amount not to exceed, in the aggregate, the purchase price of the specific product for which damages are claimed.
    
    

IN NO EVENT SHALL DEBUT BIOTECHNOLOGY, INC. OR ITS REPRESENTATIVES BE LIABLE FOR ANY OTHER LOSSES, EXPENSES OR DAMAGES OF ANY OTHER KIND OR CHARACTER TO CLIENT, CLIENT’S CUSTOMERS, OR OTHER PERSONS OR ENTITIES, INCLUDING WITHOUT LIMITATION ANY LOSSES, EXPENSES OR DAMAGES RELATED TO THE LOSS OF PROFITS, SAVINGS, BUSINESS OR CONTRACTS, EXPECTED OR OTHERWISE, LOSS OF GOODWILL, LOSS OF PRODUCTION, LOSS OF USE, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, AGGRAVATED, PUNITIVE OR EXEMPLARY LOSSES, DAMAGES OR EXPENSES INCURRED OR SUFFERED ARISING OUT OF THE SALES TERMS OR ANY PRODUCT OR PRODUCTS SUPPLIED BY DEBUT BIOTECHNOLOGY, INC. HEREUNDER OR UNDER THE SALES TERMS, EVEN IF DEBUT BIOTECHNOLOGY, INC. HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH LOSSES, EXPENSES OR DAMAGES, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THESE T&C SHALL APPLY TO THE SALES TERMS AS A WHOLE, AND IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION OR CLAIM, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE TERMINATION OF THE SALES TERMS, A FUNDAMENTAL OR MATERIAL BREACH OR BREACHES AND/OR FAILURE OF THE ESSENTIAL PURPOSE OF THE SALES TERMS OR ANY REMEDY CONTAINED THEREIN. THE ALLOCATIONS OF LIABILITY IN THIS PARAGRAPH REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES.

15. LIMITATION OF ACTION.
    CLIENT’S FAILURE TO COMMENCE ANY CAUSE OF ACTION RELATED TO ANY PRODUCT OR OTHERWISE ARISING UNDER THE SALES TERMS WITHIN ONE (1) YEAR AFTER THE DATE OF DELIVERY SHALL FOREVER BAR ALL RIGHTS OF CLIENT TO COMMENCE ANY CAUSE OF ACTION WITH RESPECT THERETO NOTWITHSTANDING ANY APPLICABLE STATUTE OF LIMITATIONS.
    
    
16. DEBUT BIOTECHNOLOGY, INC TERMINATION RIGHTS.
    If Client breaches any term of the Sales Terms, or any other contractual obligation in favor of Debut, (a) Debut Biotechnology, Inc. may choose to defer any or all future shipments or other performance under the Sales Terms and performance of any other contractual obligation in favor of Client until Client cures its breach, or (b) Debut Biotechnology, Inc. may immediately cancel the PO or terminate the Sales Terms if Client fails to cure such breach within 10 calendar days after receipt of written notice from Debut Biotechnology, Inc. describing such breach. In the event of a termination, all outstanding payment obligations of Client to Debut Biotechnology, Inc. shall become immediately due and payable. Acceptance or partial payment by Debut Biotechnology, Inc. for any amounts due shall not be considered a waiver of any of Debut’s rights under the Sales Terms or applicable law.

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The Client recognizes and understands that Debut Biotechnology, Inc. is conscious of its reputation and that it is an integral part of its business. Debut Biotechnology, Inc. has the right to immediately terminate the Sales Terms or cancel the attached PO without penalty and with immediate effect, if any of the following occurs: (a) Debut Biotechnology, Inc. is informed that the Client or any of its directors, officers, agents, employees, business partners or affiliates have been accused of breaking and/or violating laws, rules, or regulations or by the order, decree or request of a court of competent jurisdiction or competent regulatory, supervisory, administrative or judicial authority or stock exchange; (b) the Client or any of its directors, officers, agents, employees, customers or affiliates (i) is a person on the list of “Specially Designated Nationals and Blocked Persons” or any other national or international sanctions list; (ii) is currently subject to a sanctions investigation or the subject or target of any sanctions administered by the OFAC, or the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, Global Affairs Canada, the European Union, Her Majesty’s Treasury or any other relevant national or international sanctions authority; or (iii) is located, organized or residing in a country or territory that is, or whose government currently is, the target of countrywide sanctions imposed by any U.S. Government or Canadian Government sanctions authority. If the Client learns or has reason to believe that it or any of its respective directors, officers, agents, employees, customers or affiliates has become the subject or target of any criminal, regulatory, sanctions or sanctions investigations, it shall immediately notify Debut Biotechnology, Inc. of same.  Client shall be fully liable for all costs incurred by Debut Biotechnology, Inc. due to the termination or cancellation in accordance with this paragraph, including but not limited to, materials that cannot be reused, applied labor, cancellation fees from suppliers of raw materials and packaging components, material disposal fees, warehousing costs, inventory carrying costs and administrative costs.

17. FORCE MAJEURE.
    Neither Debut Biotechnology, Inc. or Client shall be responsible for any delay or failure to manufacture, take or make delivery of Products due to any event or cause beyond its reasonable control, including, without limitation (a) fire, storm (including snow storms, blizzards or ice storms), hail, flood, strike, lockout, accident, act of war or terrorism or theft of Products, equipment malfunction, riot, civil commotion, embargo, (b) any regulation, law, order or restriction of any governmental department, commission, board, bureau, agency, court, or other similar government instrumentality (“Governmental Authority”), (c) inability of Debut Biotechnology, Inc. to obtain any required raw material, water, electricity or other utility or energy source, equipment, labour or transportation, at prices and on terms Debut Biotechnology, Inc. deems practicable from Debut’s usual sources of supply, (d) mechanical failure or breakage or accidents related to equipment, machinery or lines of pipe, or (e) a subcontractor being impacted by any cause or circumstance described in this Section 15. Neither party is subject to any liability to the other for failing to perform during the period such inability exists. A party’s obligation to render timely payment shall not be excused by this Section 15.
    
    
18. FORUM AND GOVERNING LAW.
    The Sales Terms shall be governed and construed pursuant to the laws of the state of New York, United States, without regard to the principles of conflicts of laws. Each party (a) irrevocably consents to the exclusive jurisdiction and venue of the courts of the County of New York, with regard to any and all actions or proceedings arising out of, or relating to, the Sales Terms, (b) irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
    
    
19. ALLOCATION.
    Debut Biotechnology, Inc. may allocate its resources and labor among its customers on such basis as Debut Biotechnology, Inc. deems necessary within its network, in Debut's sole option and at Debut's sole discretion, if Debut Biotechnology, Inc. is unable, for any reason, to supply the quantities of Product contemplated by the PO.
    
    
20. NOTICES.
    Any demand, notice or other communication to be given in connection with the Sales Terms shall be in writing and shall be delivered in person, by registered mail, courier services or via email addressed to the other party using the contact coordinates that have been included in the attached PO.
    
    
21. GENERAL CONDITIONS.
    Client shall not assign all or any portion of the Sales Terms without Debut’s prior written consent. The Sales Terms shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. If any term or provision of the Sales Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of the Sales Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Debut Biotechnology, Inc. and Client are independent parties of each other. Any and all rights and privileges of Debut Biotechnology, Inc. can be exercised and enforced by any of its subsidiaries, each of whom is an express third-party beneficiary of the Sales Terms. Any provision of the Sales Terms which by their nature should survive expiration or cancellation of the Sales Terms or that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Sales Terms, including but not limited to sections related to payment, warranties, liability limitations, intellectual property and confidentiality. The section headings used herein are intended for convenience of reference only and shall not be considered in interpreting the Sales Terms. Nothing in the Sales Terms shall be construed as creating any direct or beneficial right in or on behalf of any third party. The Sales Terms may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission and those counterparts will together constitute one and the same instrument. The parties agree that the Sales Terms shall be drafted in English. Les parties conviennent que la présente convention soit rédigée en anglais.

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