Microbel will only commence processing, upon receipt of an official purchase order from the Principal, reflecting the required quantity, batch numbers (if appropriate), the agreed unit price and requested delivery date.

Microbel may refuse purchase orders where the “lead times” are less than 3 months;

Microbel may refuse purchase orders for new products if the artwork for the products has not been received (if applicable).

The Principal undertakes to place the current orders and simultaneously forecast orders for the subsequent 12 months.

All orders shall be communicated to Microbel on an official order document and transmitted by e-mail to: accounts@Microbel.co.za and Lianne@microbel.co.za.

Purchase Orders can only be cancelled or amended within 48 hours of sending such purchase order to Microbel. Any cancellation of an order shall be in writing and must be acknowledged as received by Microbel. Cancellation of an order shall only be accepted if the raw materials and/or packaging components have not yet been purchased and that production of the product ordered had not already commenced at the time of receipt of the cancellation order.

The Principal shall be liable for any costs or losses incidental to and directly related to an order, including all packaging and specific raw materials purchased prior to cancellation of that order.

Lead times will be 3 months from the date that sufficient packaging and art work in respect of an order have been received.

Microbel cannot be bound by any delivery times sooner than 3 months from date of purchase order being received, even where Microbel provides and/or commits to sooner times in an attempt to assist the Principal.  

The Principal undertakes to provide the necessary input and to sign off all packaging prior to Microbel procuring the packaging and raw material.

The Principal understands that pulling forward orders, or placing urgent orders with requested delivery dates of less than three months from order, will cause raw materials and packaging that is held in stock to be used prematurely. The Principal hereby confirms that it understands the repercussions caused by such orders, inter alia, being possible fluctuations in product pricing. In the event of product price increases under these circumstances, the Principal agrees to be liable for same.

Prices quoted exclude costs of transportation from Microbel to a distribution centre, if elected by the Principal. There will be additional costs where Microbel is requested to attend to the transportation of the products.

If independent laboratory release testing is required, Microbel undertakes to arrange such independent laboratory testing with representative samples for release purposes.  Microbel shall, however, not accept any responsibility for the validity of results so obtained, and the Principal indemnifies Microbel for any loss or liability that may arise as a result of work performed by and results obtained from such independent laboratory.  The cost incurred by Microbel in respect hereof will be charged to the Principal.

Risk of loss of products shall pass from Microbel to the Principal at the Delivery Point.

The Principal will be liable to monitor all products and shall ensure that all expired products are destroyed at his own expense.

Microbel shall not be liable for any claims of whatever nature that may arise from the distribution, usage or sale of the Products save and except such claims arise as a result of the gross negligence of Microbel in the manufacturing and/or packaging process.  The onus of proof of gross negligence shall be borne by the Principal. 

In the event that the Principal fails timeously to provide Microbel with the necessary input, instructions and or approved packaging/designs, the Principal indemnifies and holds Microbel harmless against any damages it may suffer arising from Microbel’s non-compliance with delivery dates agreed between the parties. Should this occur, the Principal shall be liable to pay for services rendered to date, example, if a product is compounded, filled, sealed and batch coded but cannot be labelled (as graphic design has not been approved or completed in time), the Principal will be charged for all performed functions and materials sourced for the unfinished product stored in the factory.

The Principal will ensure that it complies with all relevant laws and regulations. The onus of regulatory compliance in terms of authority to enter the market falls upon the Principle. Microbel cannot be held responsible for the Principal’s marketing claims or non-compliance by the Principal to any regulations relating to the Products, descriptions, distribution or any other form of non-compliance to any law or regulation. 

The Principal indemnifies Microbel from any and all damages, including consequential damages, that Microbel may suffer as a result of the Principal’s non-compliance with any relevant laws and regulations.

All quotations and ongoing orders are subject to the prevailing foreign exchange rate fluctuations. The Principal accepts that Microbel cannot absorb rising costs of exchange rate fluctuations and accepts that an increase in excess of 10% (ten) of the prevailing exchange rate, will necessitate an increase in the cost of the Products.

Microbel may on occasion have to compensate for core inflation within South Africa via utilising a price increase to offset such aforementioned inflation.

All pricing provided by Microbel is subject to the cost of materials used in the formulations. The Principal accepts that Microbel cannot absorb rising costs of materials/components and accepts that an increase in excess of 10% (ten) of any raw material or packaging component price from the date of signature hereof, will necessitate an increase in the cost of the Products.

Microbel will charge the Principal a fee of R68.00 per Cubic Meter (Sixty eight South African Rand/m³) per month, for the storage of all packaging and componentry (i.e. labels, cartons, containers, lids, package inserts) purchased by Microbel on behalf of the Principal, if not used within 3 months.

The Principal shall be liable for registration and payment of any and all taxes payable in respect of the Products.

In the event that the Principal requires Microbel to develop any product or formula, the Principal will be liable to pay Microbel an agreed “Development Fee” or “Intellectual Property Fee”.

An agreed “Development Fee” shall include 1-5 samples of the same product. Sample development will only be commenced if Microbel has been provided with an accurate product brief. Time spent on labels, package inserts, leaflets, pamphlets, professional information (minor IP) and reformulating constitutes part of the initial research and development included in the “Development Fee”.

In the event that stability testing is required by the Principal, a separate agreed fee shall be payable by the Principal to Microbel. The Principal shall also provide Microbel with the packaging that the product is to be tested in if they control such component. The fee will depend on the scope and technical aspects of testing required. 

In the event that micro-biological testing reports are required by the Principal, then a separate agreed upon fee will be charged by Microbel. of

Should the Principal require ownership of its formulations as developed by Microbel the “Intellectual Property Fee” for the sale of the IP will be determined per product based on a merit basis of each formulation (i.e. based on complexity, originality, novelty, time expended, etc).

All formulations and/or dossiers prepared by Microbel for and on behalf of the Principal shall remain the sole and exclusive property of Microbel, unless otherwise agreed to in writing and the IP paid for by the Principal.

Microbel will allow the Principal to use Microbel’s PILs (patient information leaflets), illustrations, label copyright and PI’s (product information) under license as long as the related products are manufactured at Microbel.

The Principal hereby formally agrees not to use any Microbel IP without the authority to do so.

11.6     Should the Principal enter into liquidation, Microbel is hereby granted full rights to sale of any goods manufactured for the Principal that have not been fully paid and collected. Pricing, Marketing and sale of these goods are not subject to any rework, label changes or limitation relating to IP.

Microbel shall supply the product at a minimum service level of 90% against the firm orders placed by the Principal. This will be monitored on a monthly basis and should service levels drop consistently below 90%, the Principal shall be entitled to invoke the breach clause contained in this Agreement, provided it is due to the gross negligence on the part of Microbel.

Microbel does not include reject rates into its product costings. Any product that incurs a greater than 0.1% rate of rejects shall have its rejects invoiced for if the fault could not be prevented by Microbel and is the sourcing fault of the Principle (i.e. faulty packaging obtained by the Principle or steps taken against Microbel’s advice).

Should the Principal supply Microbel with an API (active pharmaceutical ingredient), the Principal takes full responsibility for its quality, safety and efficacy. Any damages, rejected batches or wastages caused by said API will be for the account of the Principal.

Microbel may order up to 6 (six) months’ worth of raw materials and packaging relating to the manufacturing of the Principal’s products. Upon termination of this Agreement, the Principal shall pay for all these components stocked by Microbel at the cost paid by Microbel.

Should Microbel require any machinery specifically related to the manufacturing of products for the Principal, Microbel shall notify the Principal. Should the purchase of a custom machine or component be agreed upon, the Principal shall be liable for the cost of said machinery or components upon termination of this Agreement.

The Principal is aware that late payments damages the relationship with Microbel as it is forced into utilising an overdraft facility.

In the event of the Principal failing to pay any amount that is due and payable in terms of this Agreement on the due date, such amounts shall bear interest at a rate equal to the Prime Rate plus 4%, calculated daily and compounded monthly, from the due date for payment until final payment.

A certificate under the hand of any director of Microbel, whose designation and status it shall not be necessary to prove, as to any amount owing by the Principal to Microbel in terms of this Agreement, shall constitute prima facie proof of its contents.

If Microbel has procured materials on behalf of the Principal and this Agreement terminates for any reason whatsoever, then the Principal shall immediately arrange to collect any raw materials and other packaging and/or componentry stored by Microbel on behalf of the Principal, which shall be released to the Principal, upon payment of procurement and storage of the said unused items. In such event, the Principal,  indemnifies and holds Microbel harmless in respect of any unutilised material procured, by Microbel on behalf of the Principal.

Microbel shall return all materials and products of the Principal upon termination of this Agreement, subject to the proviso that any amounts owing to Microbel have been paid in full.

Payment for components and machinery in terms of this Agreement will be included in the amount owing to Microbel.