MASTER SUPPLY AGREEMENT
Exhibit 99.2
THIS AGREEMENT (“AGREEMENT”) is made on the 20 day of May 2025.
BETWEEN
PANCARE TECHNOLOGY INTERNATIONAL (HK) LIMITED (“PANCARE”) (Registration No. 75143003), a private company limited by shares, incorporated under the laws of Hong Kong and having its business address at ▇▇▇▇ ▇, ▇▇/▇, ▇-▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the “BUYER”);
AND
BASEL MEDICAL GROUP PTE LTD (Registration No. 202009227G), a private company limited by shares, incorporated under the laws of Singapore and having its business address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ #▇▇-▇▇/▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “SELLER”);
Estimated Contract Value: Australian Dollars 450 Million for Five Years till Oct 2029
1. DEFINITIONS & GOVERNANCE
1.1 Key Terms:
“PPE Products”: Goods listed in Schedule A (N95 masks, gloves, gowns, IVD kits, etc.)
“BPJV”: Joint venture entity (if established).
“DDP Sydney”: Delivery Duty Paid to the Australian Department of Health’s warehouse.
“Force Majeure”: Includes pandemics, war, sanctions, or government actions.
1.2 Hierarchy of Documents:
This Agreement controls over Purchase Orders (POs), except for PO-specific terms explicitly overriding this Agreement.
2. SCOPE & ORDER MANAGEMENT
2.1 Procurement & Supply
Basel/BPJV shall procure PPE per Pancare’s specifications and Schedule B (TGA/AS/NZS standards).
Minimum Annual Commitment: AUD 90 million/year (adjustable ±20% with 90-day notice).
2.2 Order Placement
Binding Forecasts: Pancare issues quarterly forecasts; Basel confirms capacity within 72 hours.
Purchase Orders (POs):
Basel must accept/reject POs within 10 business days.
Rejected POs require written justification (e.g., capacity constraints).
2.3 Logistics & Title Transfer
Incoterms: DDP Sydney (Basel covers all logistics, duties, and insurance until delivery) - Title Transfer: Ownership passes to Pancare only upon full payment.
3. FINANCIAL TERMS
3.1 Pricing & Adjustments
Fixed Pricing: Per agreed supplier lists (Schedule C), with annual 3% cap on increases unless input costs rise >5%.
Payment Terms:
Basel advances supplier payments (30-day credit assumed).
Pancare pays Basel’s margin within 5 business days of government payment receipt.
Late Payment Interest: 1.5%/month.
3.2 Financial Security
Performance Bond: AUD 100,000 (initial) + AUD 2 million bank guarantee after AUD 50 million in orders.
Liability Cap: 15% of annual order value for breaches.
4. QUALITY & COMPLIANCE
4.1 Testing & Rejection:
Pre-shipment inspection by SGS/BV at Basel’s cost.
Pancare may reject non-compliant goods; Basel covers replacement costs.
4.2 Regulatory Warranty:
Basel warrants compliance with Australian TGA regulations for 24 months post-delivery.
5. RISK MANAGEMENT
5.1 Force Majeure
30-day suspension for events like pandemics or trade embargoes. Termination permitted if delays exceed 90 days.
5.2 Indemnification
Basel indemnifies Pancare for:
Defective products or late deliveries.
Third-party IP infringement.
6. TERM & TERMINATION
6.1 Term:
5 years (aligned with government contract) or until mutual agreement.
6.2 Termination Triggers:
Material breach (30-day cure period).
Insolvency or failure to meet minimum commitments.
Exit Protocol: Pancare may directly engage Basel’s suppliers post-termination.
7. DISPUTE RESOLUTION
7.1 Escalation:
Level 1: CEO negotiation (14 days).
Level 2: SIAC arbitration (Singapore, expedited rules)
8. MISCELLANEOUS
8.1 Governing Law: Singapore
8.2 Amendments: Written consent required.
8.3 Notices: Email + registered post.
IN WITNESS WHEREOF the Parties have hereunto signed this Agreement on the date first written above.
| THE BUYER: | ||
SIGNED by
/s/ ▇▇▇▇,▇▇▇▇ ▇▇▇▇,▇▇▇▇ MANAGING DIRECTOR For and on behalf of PANCARE TECHNOLOGY INTERNATIONAL (HK) LIMITED |
)
) ) ) ) ) |
THE SELLER
SIGNED by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ EXECUTIVE DIRECTOR For and on behalf of BASEL MEDICAL GROUP PTELTD |
)
) ) ) ) |
SCHEDULES:
Schedule A: Product List & Specifications.
Schedule B: Quality Standards (TGA/ISO 13485).
Schedule C: Approved Suppliers & Pricing.
Schedule D: Template Purchase Order.