A.

Specific Condition

​PARTIES: Seller

Name (name of company)

Legal form (e.g. limited liability company)

Country of incorporation and (if appropriate) trade register number

Address (address of place of business of the Seller, phone, fax,e-mail)

Represented by (surname and first name, address, position, legal title of representation)

Buyer

Name (name of company)

Legal form (e.g. limited liability company)

Country of incorporation and (if appropriate) trade register number

Address (address of place of business of the Buyer, phone, fax, e-mail)

Represented by (surname and first name, address, position, legal title of representation)
Hereinafter: “the Parties”

A-1 Goods sold

1.1 Subject to the terms agreed in this contract, the Seller shall deliver the following good(s)
(hereinafter: “the Goods”) to the Buyer.

1.2 Description of the Goods (details necessary to define/specify the Goods which are the
object of the sale, including required quality, description, certificates, country of origin, other
details).

Object of the sale:

Description:

Certificate:

Country of origin:

1.3 Quantity of the Goods (including unit of measurement):

1.4 Inspection of the Goods (where an inspection is required, specify, as appropriate, details of
organization responsible for inspecting quality and/or quantity, place and date and/or period of
inspection, responsibility for inspection costs).

Responsible Organization:

Place of inspection:

Date of inspection:

Responsibility for inspection costs:

1.5 Packaging:

A-2 Contract Price

Currency:

Total price:

Price per unit of measurement:

Amount in Numbers:
 Amount in Letters:

A-3 Delivery Terms

3.1 Applicable International Chamber of Commerce (hereinafter: ICC) Incoterms:

3.2 Place of delivery:

2.3 Date or period of delivery:

2.4 Carrier (where applicable) (name and address of carrier, contact person)

A-4 Payment conditions

4.1 Means of payment (e.g. cash, cheque, bank draft, transfer): bank transfer

4.2 Details of Seller’s bank account: Monetary Authority of Singapore

4.3 Time for payment [specify the time]..............................................................

Buyer shall pay the specified amount of money according to the specific period listed below:

Payment in advance
Amount to be paid ( ______% of the total price)

within _____ days from the effective

date of the contract.

Latest date for payment to be received by the Seller’s bank

Special conditions applying to this payment [if any]

Payment by letter of credit

The Buyer must arrange for an irrevocable letter of credit in favor of the Seller to be
issued by the Joint Stock Commercial Bank for Foreign Trade of Vietnam, subject to the
Uniform Customs and Practice for Documentary Credits (UCP 600), published by the
International Chamber of Commerce (ICC). The issue must be notified at least 14 days
before the agreed date for delivery. All related charges and costs incurred in connection
with the LC shall be borne by the Buyer.

LC information
 ● Buyer: BVH

● Issuing bank: Joint Stock Commercial Bank for Foreign Trade of Vietnam

● Beneficiary bank: Monetary Authority of Singapore

● Seller: KCC

The LC shall be opened for the total value of the goods, less the advance payment as
specified in this contract.

● Amount to be paid

____________ upon the beneficiary bank's receipt of the bill of lading

● Amount to be paid

____________ upon the issuing bank’s receipt of the Customs declaration

● Amount to be paid

____________ upon the receipt of delivery signed by BVH.

The full amount of money for the Goods must be paid upon the receipt of delivery signed
by BVH.

A-5 Inspection of the Goods by Buyer

Before shipment:

Place of Inspection:

A-6 Documents

Commercial invoice

Packing list

Insurance documents

Certificate of origin

Certificate of inspection

Customs declaration

The following transport documents:

 Bill of lading

Seaway Bill

Mate’s receipt

Warehouse warrant

Receipt of delivery

A-7 Applicable Law

To be completed only if the parties wish to submit the sale contract to a national law instead of
CISG

This sales contract is governed by the domestic law of (country)

To be completed if the parties wish to choose a law other than that of the seller for questions not
covered by CISG

Any questions not covered by CISG will be governed by the law of (country)

A-8 Resolution of Disputes

The two solutions hereunder (arbitration or litigation before ordinary courts) are alternatives:
parties cannot choose both of them. If no choice is made, ICC arbitration will apply, according to
art. 6

ARBITRATION LITIGATION (ordinary courts)

ICC (according to art. 7) Place of In case of dispute the courts of

arbitration:
(place) shall have
jurisdiction

The present contract of sale will be governed by these Specific Conditions (to the extent that
the relevant boxes have been completed) and by General Conditions of Sale which constitute
part B of this document.

Seller Buyer

Signature Signature

Place Date Place Date

 B. General Conditions

Art. 1 General

1.1 These General Conditions are intended to be applied together with the Specific Conditions
(part A) of the International Sale Contract, but they may also be incorporated on their own into
any sale contract. Where these General Conditions (Part B) are used independently of the said
Specific Conditions (Part A), any reference in Part B to Part A will be interpreted as a reference
to any relevant specific conditions agreed by the parties. In case of contradiction between these
General Conditions and any specific conditions agreed upon between the parties, the specific
conditions shall prevail.

1.2 Any reference made to trade terms (such as EXW, FCA, etc.) is deemed to be made to the
relevant term of Incoterms published by the International Chamber of Commerce.

1.3 Any reference made to a publication of the International Chamber of Commerce is deemed
to be made to the version current at the date of conclusion of the Contract.

1.4 No modification of the Contract is valid unless agreed or evidenced in writing. However, a
party may be precluded by his conduct from asserting this provision to the extent that the other
party has relied on that conduct.

Art. 2 Applicable Law

2.1 Any questions relating to this Contract which are not expressly or implicitly settled by the
provisions contained in the Contract itself (i.e. these General Conditions and any specific
conditions agreed upon by the parties) shall be governed:

(a) by the United Nations Convention on Contracts for the International Sale of Goods (Vienna
Convention of 1980, hereafter referred to as CISG), and

(b) to the extent that such questions are not covered by CISG, by reference to the law of the
country where the Seller has his place of business.

2.2 The parties agree, consent and waive contest to the exclusive jurisdiction and venue of The
International Court of Arbitration of the International Chamber of Commerce (ICC) for all
disputes arising out of or relating to this Contract. Failure of either party to exercise any right it
has under the Contract on one occasion shall not operate or be construed as a waiver by such
party of its right to exercise the same right on another occasion or any other rights it has.

Art. 3 Limitation of Liability

3.1 In no event will KCC or any manufacturer of equipment be liable for any consequential,
indirect, incidental, special, exemplary or punitive damages, lost profits or revenues or
diminution in value, arising out of or relating to nonconformance or defect in the machines or
any breach of these terms, whether or not the possibility of such damages has been disclosed
in advance by BVH or could have been reasonably foreseen by BVH, regardless of the legal or
equitable theory (contract tort or otherwise) upon which the claim is based, and notwithstanding
the failure of any agreed or other remedies of its essential purposes.

3.2 In no event will KCC’s aggregate liability arising out of or related to the agreement, whether
arising out of or related to the breach of contract, tort (including negligence) or otherwise,
exceed the total amounts paid to KCC for the machines sold.

3.3 The limitation of liability set forth in 3.2 will not apply to liability resulting from KCC’s gross
negligence or willful misconduct and death or bodily injury resulting from Seller’s acts or
omissions.

Art. 4 Limitation of Warranty

4.1 Warranty period: KCC warrants to BVH that for a period of five (5) year from the date of
delivery of the machines (“Warranty Period”) such machines will materially conform to KCC’s
published specifications in effect as of the date of manufacture and will be free from material
defects in material and workmanship.

4.2 The warranties, obligations and liabilities, express or implied, and all other rights, claims and
remedies of BVH set forth in the agreement are exclusive and in substitution for all other
warranties, obligations and liabilities arising by law or otherwise, with respect to any
nonconformance or defect in the machines under the agreement, including without limitation,
any implied warranty of merchantability or fitness; any warranty arising from the course of
manufacture, course of dealing or usage of trade; any obligation, liability, right, claim or remedy
arising from the negligence of KCC or any manufacturer of equipment incorporating the
machines; and any obligation, liability, right, claim or remedy for loss or damage to any machine.

4.3 KCC is not liable for breach of the warranty set forth in section 4.1 unless: (i) BVH gives
written notice of the defect, reasonably described, to KCC within the Warranty Period and within
ten days of the time when BVH discovers or should have discovered the defect; (ii) KCC is
given a reasonable opportunity after receiving notice to examine the machines and BVH (if
Seller KCC) returns such machines to KCC’s facility at KCC’s cost for such examination; and (iii)
KCC reasonably verifies BVH’s claim that the goods or services are defective.

4.4 KCC’s not liable for breach of the warranty set forth in Section 4.1: (i) if BVH makes any use
of the machines after giving notice; (ii) if the defect arises because of failure to follow KCC’s
instructions as to storage, installation, use or maintenance of the machines; (iii) if the machines
are altered or repaired without KCC’s prior written consent; or (iv) for defects caused by
negligence, abuse or misuse of the goods, corrosion, fire, heat or normal wear and tear.

4.5 Subject to Sections 4.3 and 4.4, with respect to any such defective machines during the
Warranty Period, KCC shall, in its sole discretion, either: (i) repair or replace such machines (or
the defective part) or (ii) credit or refund the price of such machines at the pro rata Price but, if
KCC requests, BVH shall, at KCC’s expense, return such machines if applicable, to KCC.
4.6 The remedies set forth in section 4.5 are BVH’s sole and exclusive remedies and KCC’s
entire liability for breach of warranty in section 4.1

Art. 5 Intellectual Property Right

5.1 Any information relating to the goods and their use, such as weights, dimensions,
capacities, prices, colors and other data contained in catalogs, prospectuses, circulars,
advertisements, illustrations, price-lists of KCC, shall not take effect as terms of the Contract
unless expressly referred to in the Contract.

5.2 Unless otherwise agreed, BVH does not acquire any property rights in software, drawings,
etc. which may have been made available to them. KCC also remains the exclusive owner of
any intellectual or industrial property rights relating to the goods.

Art. 6 Force Majeure

6.1 Neither party shall be liable for any failure or delay in performance under this purchase order
(other than for delay in the payment of money due and payable hereunder) to the extent said
failures or delays are caused by events beyond the reasonable control of the party, including but
not limited to acts of God, war, terrorism, strikes, lockouts, epidemics, pandemics, governmental
actions, fires, floods, earthquakes, or other similar events. If any such event occurs, the affected
party shall give prompt written notice to the other party and shall use commercially reasonable
efforts to minimize the impact of such event.

6.2 Regarding the legal consequences of liability exemption although the breaching party is
exempt from liability for damages caused by encountering an obstacle, the aggrieved party still
has the right to apply the remaining remedies following the provisions of CISG, including:

i. Request for a reduction in the price of goods;

ii. Forced performance of the contract;

iii. Declaration of contract declaration;

iv. Payment of interest on late payments.

Art. 7 Dispute resolution

7.1 Any dispute, controversy or claim arising out of or relating to this contract, including its
conclusion, interpretation, performance, breach, termination or invalidity, shall be finally settled
under the rules of The International Court of Arbitration of the International Chamber of
Commerce (ICC) by a three-member tribunal appointed in accordance with the said rules.

7.2 The language of the arbitration shall be English.

Art. 8 Avoidance of Contract

8.1 There is a breach of contract where a party fails to perform any of its obligations under this
contract, including defective, partial or late performance.
8.2 There is a fundamental breach of contract where:

8.2.1 Strict compliance with the obligation which has not been performed is of the
essence under this contract; or

8.2.2 The non-performance substantially deprives the aggrieved party of what it was
reasonably entitled to expect under this contract.

8.2.3 The Parties additionally agree that the following is to be considered as a

fundamental breach of contract:

Non-delivery: Where the seller finally does not deliver the goods or finally
refuses—even before the delivery date—to deliver, such non-performance or
announced non-performance regularly constitutes a fundamental breach.
However, if only a minor part of the contract is not finally performed, e.g., one of
several deliveries not supplied, it remains a non-fundamental breach.

8.3 In case of a breach of contract according to section 8.1 of this Article, the aggrieved party
shall, by notice to the other party, fix an additional period of time of 30 days for performance.
During the additional period of time, the aggrieved party may withhold performance of its own
reciprocal obligations and may claim damages, but may not declare this contract avoided. If the
other party fails to perform its obligation within the additional period of time, the aggrieved party
may declare this contract avoided.

8.4 In case of a fundamental breach of contract according to paragraph 8.2 of this Article, the
aggrieved party may declare this contract avoided without fixing an additional period of time for
performance to the other party.

8.5 A declaration of avoidance of this contract is effective only if made by notice to the other
party.

Art. 9 Tax and fees

9.1 Import tax is the responsibility of the buyer.

9.2 Export tax (if any) is the responsibility of the seller.

9.3 Fees for training and any other fees for KCC’s therapist are not included in the machine
price.

9.4 Prices do not include shipping and handling charges, sales, use, excise or similar taxes or
duties. Buyer shall pay these taxes directly if the law permits or shall reimburse Seller if Seller is
required to collect and pay them.

Art. 10 Delayed payment

10.1 If BVH successfully pays the advance payment but delays the remaining payment within
the agreed-upon due date, KCC shall offer BVH an additional period of time for the performance
of payment. During the already added period of time, any event be entitled, without limiting any
other rights it may have, KCC charge penalties and interest charges for delayed payments. The
charges are calculated based on the interest rate of the Monetary Authority of Singapore (MAS).
Until the full payment is completed, the machines will be prepared and handed over to the
carrier for delivery. Unless BVH accomplishes the full payment after the added period of time,
the contract will be canceled by KCC and the advance payment will not be refunded

10.2 If the Client fails to make any payment within the agreed-upon payment terms or delays
the advance payment within the agreed-upon due date, the company shall be entitled to charge
interest on the outstanding amount at a rate of 2% above the average bank short-term lending
rate to prime borrowers prevailing for the currency of payment at the place of payment. The
failure to make the advance payment within 14 days results in the cancellation of the contract by
KCC.

Art. 11 Changes in Cost.

Any change in insurance premiums, destination, or other shipping charges, including

fluctuations in freight, which may be established after the date of the Seller’s order acceptance,
shall be at the expense of the Buyer.

Art. 12 Inspection of Goods before shipment

If the parties have agreed that the Buyer is entitled to inspect the goods before shipment, the
Seller must notify the Buyer within a reasonable time before the shipment that the goods are
ready for inspection at the agreed place.

Art. 13 Non-performance of the Seller’s obligation to deliver the Goods at the agreed time

13.1 If the Seller fails to deliver the Goods at the agreed time, the Buyer shall fix to the Seller an
additional period of 30 days for performance of delivery. If the Seller fails to deliver the Goods at
the expiration of the additional period, the Buyer may declare this contract avoided in
accordance with Article 8 of this contract.

13.2 If the Seller is in delay in delivery of any goods as provided in this contract, the Buyer is
entitled to claim liquidated damages equal to 0.5% of the price of those goods for each
complete day of delay as from the agreed date of delivery or the last day of the agreed delivery
period, provided the Buyer notifies the Seller of the delay.

13.3 Where the Buyer so notifies the Seller within 7 days from the agreed date of delivery or the
last day of the agreed delivery period, damages will run from the agreed date of delivery or from
the last day of the agreed delivery period. Where the Buyer so notifies the Seller more than 7
days after the agreed date of delivery or the last day of the agreed delivery period, damages will
run from the date of notice. Liquidated damages for delay shall not exceed 0.5% of the price of
the delayed goods. Liquidated damages for delay do not preclude avoidance of contract in
accordance with Article 8.
Art. 14 Non-conformity of the Goods

14.1 The Buyer shall examine the Goods, or cause them to be examined within as short period
as is practicable in the circumstances. The Buyer shall notify the Seller in writing of any lack of
conformity of the Goods, specifying the nature of the lack of conformity, within 7 days after the
Buyer has discovered or ought to have discovered the lack of conformity. In any event, the
Buyer loses the right to rely on a lack of conformity if he fails to notify the Seller thereof at the
latest within a period of 12 months from the date on which the Goods were actually handed over
to the Buyer.

14.2 The buyer may call an expert to comply with its obligation to examine the goods, as
specified under Article 17

14.3 Unless agreement between the parties or practice indicates otherwise, the buyer should
bear the expenses of examination. If the buyer already incurred the expenses to examine the
goods, however, the contract was avoided; in such cases the buyer can recover these costs as
damages.

14.4 If a seller alleges that inspection of the goods and notice of nonconformity were not carried
out according to the requirements under section 14.1 and 14.2, the buyer bears the
responsibility to establish that both the goods’ inspection and information of non-conformity to
the seller have been compiled within the scheduled duration as provided under section 14.1.

14.5 Where the Buyer has given due notice of non-conformity to the Seller, the Buyer may at his
option:

14.5.1 Require the Seller to deliver any missing quantity of the Goods, without any
additional expense to the Buyer;

14.5.2 Require the Seller to replace the Goods with conforming goods, without any
additional expense to the Buyer;

14.5.3 Require the Seller to repair the Goods, without any additional expense to the
Buyer;

14.5.4 Reduce the price in the same proportion as the value that the Goods actually
delivered had at the time of the delivery bears to the value that conforming goods would
have had at that time. The Buyer may not reduce the price if the Seller replaces the
Goods with conforming goods or repairs the Goods in accordance with paragraph 14.5.2
and 14.5.3 of this Article or if the Buyer refuses to accept such performance by the
Seller;

14.5.5 Declare this contract avoided in accordance with Article 8 of this contract.

14.6 The Buyer shall in any event be entitled to claim damages. The Buyer will be entitled to
liquidated damages for each complete week of delay between the date of notification of the
non-conformity according to article 14.1 and the supply of substitute goods under article 14.5.1
or repair under article 14.5.2 above. Such damages may be accumulated with damages (if any)
payable, but can in no case exceed in the aggregate 5% of the price of those goods.

14.7 Unless otherwise agreed in writing, no action for lack of conformity can be taken by the
Buyer, whether before judicial or arbitral tribunals, after 2 years from the date of arrival of the
goods. It is expressly agreed that after the expiry of such term, the Buyer will not plead
non-conformity of the goods, or make a counter-claim thereon, in defense to any action taken by
the Seller against the Buyer for non-performance of this Contract.

Art 15. Rejection of Goods

15.1 A rejection of the Goods for non-conformity, or a claim of shortages and/or damaged
material by Buyer, shall not be effective unless it is made, and written notice thereof is given to
Seller, within 7 days after the Goods arrive at the destination specified in the Seller’s order
acknowledgment.

15.2 Written notice of rejection of Goods shall be delivered to Seller pursuant to Seller’s
Rejection of Goods Claim Policy in effect from time to time. Buyer, at its sole cost and expense,
shall deliver the rejected Goods to Seller at the location specified by Seller. Seller reserves the
right to inspect the rejected Goods and to determine lack of conformity in its sole discretion.

Art 16. Returns

16.1 Returns for credit are not allowed without KCC’s prior written consent. Only unused
standard products (as defined by KCC) in original packaging and suitable for resale will be
considered for credit.

16.2 Requests to return product must be submitted within 7 days of the original invoice date.
Special order products (including but not limited to non-stocked items, specifically designed
products, non-standard length cylinders, etc.) are not returnable for credit. Credit will be based
on price at the time of original invoice.

16.3 All returns will be assessed a 20% restocking fee, however KCC reserves the authority to
adjust to a higher restock percentages if needed due to various concerns, such as higher than
normal inventory levels, discontinued series, or weak invoice history. A minimum dollar amount
of $10 per invoice line will be required. All return shipping charges must be prepaid by the
Buyer. Product not accepted for credit (such as used or damaged products, or products with
missing accessories or packaging materials) will be returned freight collect to the Buyer.

Art. 17 Expertise procedure

17.1 In the event that the Buyer is not satisfied with the quality of the Goods delivered or to be
delivered, it must inform the Seller of such dissatisfaction as soon as possible and in any event
within 7 days of delivery of the Goods.

17.2 The Buyer shall immediately apply to the following institution [ABC Inspection] for an expert
to be appointed.
17.3 The expert shall consider and report to the Parties on the alleged non-conformity of the
Goods.

17.4 For this purpose, the expert shall be entitled to inspect the entire goods and may carry out
any test which he considers to be appropriate.

17.5 The expert’s fees and expenses shall be borne by the Buyer pending completion of the
expertise procedure, but shall be reimbursed to the Buyer by the Seller if the non-conformity of
the Goods is established.

Art 18. Notices

18.1. Any notice under this contract shall be in writing (which may include e-mail) and may be
served by leaving it or sending it to the address of the other party as specified in section 18.2
below, in a manner that ensures receipt of the notice can be proved.

18.2. For the purposes of section 18.1, notification details are the following, unless other details
have been duly notified in accordance with this Article:

Seller:

Buyer:

Art. 19 Terms of Purchase Order Acceptance and Entire Agreement

19.1 Acceptance. Buyer’s order for Goods is binding only when accepted in writing by an
authorized representative of Seller, and is accepted subject to all of Seller’s Standard Terms and
Conditions of Sale, which constitute the complete agreement between the parties. Buyer’s
acceptance of delivery of the Goods evidences Buyer’s acceptance of all of Seller’s Standard
Terms and Conditions of Sale.

19.2 No Acceptance. Seller’s performance under any Buyer purchase order or order
acknowledgment does not constitute an acceptance of any provision of any Buyer purchase
order that is different from or additional to the Seller’s Standard Terms and Conditions of Sale,
and any such different or additional provisions are hereby expressly rejected and are void.

19.3 This contract supersedes any previous agreement or understanding relating its subject
matter.

Art. 20 Scope of Training

The Training Provider agrees to conduct comprehensive training programs for the hospital staff
of BVH including radiation oncologists, medical physicists, radiation therapists, and
maintenance personnel. The training will cover the safe operation, maintenance, and
troubleshooting of proton therapy machines.

Art. 21 Expert Personnel

The Training Provider commits to sending a team of at least two experts, including a qualified
technician and a radiation therapist. These experts will facilitate the training program, ensuring
that the hospital staff acquire the necessary knowledge and skills to operate the proton therapy
machines safely and effectively.

Art. 22 Duration of Training

The training program will span a minimum of one week, during which the hospital staff will
undergo intensive training sessions. The goal is to equip the staff with the full potential to
operate the proton therapy machines independently and proficiently.

Art. 23 Examination and Certification

Upon completion of the training program, the Training Provider will administer a comprehensive
test to assess the competence of the hospital staff designated to operate the proton therapy
machines. Only those staff members who successfully pass the test will be certified to use the
machines.

Art. 24 Obligation of both parties

24.1 The Training Provider is responsible for developing and delivering a structured training
curriculum.

24.2 The Client is responsible for providing suitable facilities and resources for the training
sessions.

24.3 Both parties will collaborate to ensure a smooth and effective transfer of knowledge.

24.4 All information shared during the training program, including proprietary and sensitive data,
shall be treated as confidential by both parties.

Art. 25 Integration

The Seller’s order acknowledgment, packing slip and these Standard Terms and Conditions of
Sale supersede all prior negotiations, representations, agreements, quotes and catalogues,
whether written or oral, and shall not be modified, supplemented or interpreted by evidence of
course of dealing, course of performance or usage of trade. To the extent the provisions hereof
conflict with any prior or subsequent agreement of the parties, these Specific and General
Conditions will control.

Art. 26 Assignment

BVH shall not assign any of its rights or delegate any of its obligations under the Agreement
without KCC’s prior written consent. Any purported assignment or delegation in violation hereof
is null and void. No assignment or delegation relieves BVH of any of its obligations under the
Agreement.
Art. 27 Severability

If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any other term or provision of the
Agreement or invalidate or render unenforceable such term or provision in any other
Jurisdiction.