EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

MASTER SUPPLY AGREEMENT

 

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 Room 4, 16/F, 2-16 Fa Yuen Street, Mong Kok, Kowloon, Hong Kong (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 600 North Bridge Road #12-02/03 Parkview Square Singapore 188778 (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/ WANG,PENG

WANG,PENG

MANAGING DIRECTOR

For and on behalf of

PANCARE TECHNOLOGY

INTERNATIONAL (HK) LIMITED

)

 

 

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THE SELLER

 

SIGNED by

 

/s/ RAYMOND FUNG

RAYMOND FUNG

EXECUTIVE DIRECTOR

For and on behalf of

BASEL MEDICAL GROUP PTELTD

 

 

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SCHEDULES:

 

Schedule A: Product List & Specifications.

 

Schedule B: Quality Standards (TGA/ISO 13485).

 

Schedule C: Approved Suppliers & Pricing.

 

Schedule D: Template Purchase Order.