PURCHASE ORDER No.

437409
(in reference to the agreement(s) dated “Agreement”)
Date: 21-06-2024

Buyer: Mail invoice to: (*)Seller:

PHARMACEUTICAL WORKS Zakłady Farmaceutyczne PAB ORGANICS PVT LTD UNIT-1
POLPHARMA, S.A. Polpharma Spółka Akcyjna 101-103 GIDC,NANDESARI
19 Pelplinska Str. GOŁĘBIOWSKI, BARTOSZ 391340 VADODARA
83-200 Starogard Gdański 19 Pelplinska Str. India
Poland 83-200 Starogard Gd.
VAT no. PL 592-02-02-822 Poland

(*) Seller, meaning Manufacturer or Supplier in the respective Agreement (if any)
Product name, quality and packing Quantity Unit Total value Delivery date
price
3-(2-METHOXY-5-METHYLPHENYL)-3-PHENYLP 330.00 165,00 54,450.00 2024-10-10
ROPYL METHANESULFONATE kilogram USD USD CIP Warsaw
Producer: PAB ORGANICS PVT LTD UNIT-1
Polpharma’s ref. No. SSMP-0159-280

Terms of delivery: CIP Warsaw

IMPORTANT! Whenever delivery terms indicate Starogard Gdanski as a place of delivery, the Seller is obliged to send the email
notifying the exact arrival details (date, hour, quantity) prior to the delivery to the following address:
bartosz.golebiowski@polpharma.com and send electronic invoice to: efaktura@polpharma.com

Terms of payment: 60 DAYS FROM INVOICE DATE

Documents ( relating to Product ) and number of copies to be attached to the delivery:
Invoice * Packing list Cert. of Analysis Cert. of Origin 1 CMR
EUR-1 B/L
2 1 2
Form A MSDS 1

* Please indicate Purchase Order No. and Polpharma’s ref. No. on the invoice
Please include manufacturing date, expiry date and retest date of the product in the certificate of analysis.
This Purchase Order is subject to the conditions set out overleaf and in the relevant Agreement (if any).
In case of any discrepancies between conditions set out overleaf and the conditions agreed in the respective Agreement, the
conditions of the Agreement shall prevail.
Questions? Please contact us by e-mail: bartosz.golebiowski@polpharma.com or by phone
+48 58 563 22 20

NIP 592-02-02-822District Court In Gdansk, VII Economic Dep., KRS 0000127044,

Initial capital 100.207.830,00 zł (wholly paid in)
 GENERAL CONDITIONS OF PURCHASE OF POLPHARMA FROM
10.08.2022
1. General terms
1.1. These General Conditions of Purchase (GCP) apply to all orders to
the supply of the Product(s) where Zakłady Farmaceutyczne
“POLPHARMA” S.A. and/or Warszawskie Zakłady Farmaceutyczne
Polfa S.A is/are the buyer.
1.2. The definitions used in the GCP shall have the following meaning:
- Seller – any business partner selling Products to the Buyer,
- Buyer – means Zakłady Farmaceutyczne “POLPHARMA” S.A. with
registered office at Pelplińska 19 street, Starogard Gdański
(Poland) and/or Warszawskie Zakłady Farmaceutyczne Polfa S.A.
with registered office at ul. Karolkowa 22/24 street Warszawa
(Poland).
- Product – means good(s) specified in attached order.
- Parties - means jointly the Seller and the Buyer,
- Specification – means the characteristics of the Product described
in Buyer’s general specification accepted by the Seller and (if
applicable) detailed in specification attached to each Order.
- Order – means the Buyer`s purchase offer indicating the
requested (i) date of delivery, (ii) quantity, (iii) price, and (iv) terms
of delivery (Incoterms 2020) of the Product(s) in accordance with
GCP.
1.3. Each Order together with these GCP constitute an integral offer of
the Buyer and become binding agreement when accepted by the
Seller. If the Buyer does not receive an acceptance of the Order
within seven (7) calendar days of the date set forth in the Order,
the Buyer may, at its option, cancel the Order with immediate
effect without any liability to Seller whatsoever. For avoidance of
doubt, execution of the Order by the Seller means acceptance of
these GCP as well as the Order therefore, in such case Seller waives
any right to apply to its own standard terms and conditions or any
part thereof.
1.4. GCP apply to the attached Order. Any terms and conditions
differing from these GCP, proposed by Seller, shall each time
require prior written approval of authorized representatives of the
Buyer otherwise shall be null and void.
1.5. Subcontracting the performance of any services related to
particular Order in whole or in part to third persons, shall require
the prior written consent of the Buyer. The Seller shall be fully
liable for the acts or omissions of the subcontractors like for its own
acts or omissions.
2. Deliveries
2.1. Seller warrants that it has obtained all licenses, permits and similar
approvals required to sell, deliver and, (if applicable) manufacture
the Product. If Seller does not have legal authority to sell, deliver
and, if applicable manufacture the Product, the Seller will
reimburse all expense and repair all damages resulting from
fraudulent representation of said legal status.
2.2. The deliveries shall be performed in line with INCOTERMS 2020 at
delivery place indicated in the Order.
2.3. Deliveries of ordered quantities of Product shall be made in whole,
unless the Order provides otherwise.
2.4. In case of partial deliveries the delivery date shall be the date of the
last part of Order delivery to the Buyer.
2.5. The Seller shall be obliged to pack the Products, as stipulated in the
Order or, in any event, in such manner as to reach its destination in
good condition and adequate for the applied means of
transportation. If the Products are packed in more than one
packaging, the Seller shall attach a detailed specification to each
packaging and the shipping documents shall include a collective
packing list. The labels on the packages shall include the following
data:
a) Product name; d) expiry date; b)
manufacturer’s name; e) net / gross weight; c)
manufacturing date; f) batch number.
2.6. The delivery should be accompanied by documents listed in the
Order.
2.7. The Order shall be deemed completed when the Buyer approves
without reservations the delivered Products under applicable Order
and the documents specified in section 2.6 above (“hereinafter:
“Approval”).
2.8. Any deviations from the agreed terms and conditions and/or the
NIP 592-02-02-822District Court In Gdansk, VII Economic Dep., KRS 0000127044,
Initial capital 100.207.830,00 zł (wholly paid in)
lack of the relevant documents may result in the refusal of Order’s
Approval and returning of the delivered Products, under such
Order, at the Sellers’s risk and expense. In such case the delivery
shall be deemed as not effected and Seller shall be obligated to (i)
redress any Buyer’s damages as well as (ii) return any payments
made by the Buyer for such Order within fourteen (14) calendar
days from call for payment.
2.9. In particular section 2.8 above is applicable if the Products, under
an Order, are (i) supplied after the delivery date specified in the
Order, or (ii) the delivered quantity of Products is lower than
specified in Order.
2.10 Subject to other Buyers rights under these GCP or by law, in case of
any delay in delivery of the Order Buyer may, at its sole option,
terminate such Order with immediate effect even before the
delivery. In such case section 9.2 below is applicable.
2.11. Title in the Product(s) and the risk of accidental loss of or damage
shall pass to the Buyer from the moment the Buyer has received
the Product(s) and accepted them in line with section 2.7 above.
3. Quality
Upon delivery by the Seller to the Buyer the Product shall conform
to Specification and shall have remaining at least eighty percent
(80%) of its shelf-life.
4. Payment
4.1. The purchase prices specified in the Order are net fixed prices
(without any direct and indirect taxes or customs, if applicable).
4.2. The Seller is entitled to issue an invoice at the earliest after
Approval of the Order as stated above.
4.3. The price due to the Seller shall be payable by the Buyer by bank
transfer to its bank account designated in the invoice, within time
indicated in the Order, starting from the date of delivery of a
correctly issued VAT invoice. Invoices without the Order number,
Buyer’s index and the Sellers’s bank account shall be deemed as
incorrect and no payment shall be made on that basis.
4.4. The Buyer shall be entitled to deduct all due payments from the
price payable to the Seller, including any payable contractual
penalties.
4.5. The payment date shall be the day on which the payment is debited
on the Buyer’s bank account.
4.6 The Buyer declares that he has the status of a large entrepreneur
within the meaning of the Polish Act of 8 March 2013 (Journal of
laws 2019, item 1118, as amended) on preventing excessive delays
in commercial transactions.
5. Claims
5.1. The Seller warrants that all Product(s) furnished hereunder, shall (a)
conform to the Specification as well as will be (b) free from any
defects, (c) fit for use (d) good quality (e) free and clear of all liens
and encumbrances at the time of delivery, and (f) the quality of the
Products shall correspond to the requirements of the standards
applicable to the Product according to the laws of European Union,
especially Republic of Poland.
5.2. Subject to other rights of the Buyer in this respect, claims referring
to the quantity of Product can be made by the Buyer within twenty
one (21) calendar days after arrival of Product to the place of
delivery indicated in the Order.
5.3. If Buyer claims that any Product does not conform to (i) the
Specification, (ii) has less than the shelf-life required by section 3,
and/or (iii) does not meet the Seller’s warranties as indicated
herein (“Rejected Product”), Buyer shall notify Seller of such
Rejected Product not later than thirty (30) calendar days from the
date of obtaining knowledge of such defect by the Buyer. The Seller
shall have fifteen (15) calendar days to advise the Buyer in writing
that it either agrees or disagrees with the claims in the deficiency
notice. Absence of the Seller’s answer, in above mentioned period,
is considered as acceptance of the deficiency notice in whole.
5.4. In case of acceptance of the deficiency notice, the Seller shall
replace such Rejected Product with Product that conforms to the
Specification, has the required shelf-life as stipulated above, and
meets the Sellers other warranties as indicated herein. Such
replacement of Product to Buyer shall be done at Seller’s sole cost
and expense within thirty (30) calendar days after notification of
the deficiency notice. Furthermore, in any case Seller shall
reimburse Buyer’s all cost and damages served to the Buyer as a
consequence of delivery of the Rejected Product.
5.5. If Buyer and Seller are unable to agree as to whether the Rejected
Product was justifiably rejected, the Parties shall cooperate to have
the Rejected Product analyzed by an independent laboratory
 selected by Buyer and approved by Seller, which approval shall not
be unreasonably withheld. The results of such laboratory testing
shall be final and binding on the Parties solely on the issue of
whether the Rejected Product was justifiably rejected. If such
independent laboratory determines that the Rejected Product was
rejected unjustifiably, then Buyer shall bear the cost of such testing
and shall pay for the Rejected Product in accordance with the
Order. If such independent laboratory determines that the Rejected
Product was rejected justifiably, then Seller shall bear the cost of
such testing and shall, within thirty (30) calendar days after such
determination, replace the Rejected Product as well as redress any
Buyer’s damages in line with section 5.4.
5.7. In the event that a recall of a Product is required such recall shall be
implemented and administered in a manner which is appropriate
and reasonable under the circumstances and in conformity with
any requests or orders of local regulatory authority, as well as
accepted trade practices. The cost of such recall of the Product
shall be paid by the Buyer, provided, however, if the recall is
related to an fault of the Seller to follow the Specification or any of
it warranties herein than the costs of the recall shall be solely borne
by the Seller. The Buyer shall handle exclusively the organization,
implementation and performance of all recalls of the Product.
5.8. Other liabilities of the Seller concerning the Product under
contractual and statutory warranty are subject to the generally
applicable legal regulations.
6. Penalties
6.1. The delivery time specified in the Order, shall be final and mean the
date by which the Products are to be delivered to the place
indicated in the Order in accordance with Incoterms 2020, as
agreed hereinabove.
6.2. The Seller shall be obliged to immediately notify the Buyer of the
occurrence or potential occurrence of any circumstances that may
prevent the Seller from delivering the Products by the agreed time,
along with details of the anticipated time of delay and the reasons
thereof. If the provided information shows that the delivery may
not be performed in the agreed time, the Buyer shall be entitled to
terminate the Order with immediate effect, as agreed above.
6.3. In any case if the Product is not delivered within the time of
delivery stipulated in delivery time of the Order, in regard to the
whole or a part of the ordered quantity , the Seller will be bound to
pay the Buyer the following contractual penalty:
- If the delay does not exceed twenty (20) calendar days, penalty of
0,2% of the value of delayed Products for each day of delay;
- If the delay exceeds twenty (20) calendar days, penalty of 0,4% of
value of delayed Products for each day of delay;
Apart from the above mentioned penalties, the Buyer has the right
to demand further compensation if the damage caused by the
delay exceeds the amount of the penalties specified in this Section
6, with damages for any incurred losses, in particular the costs
incurred for replacement performance of the Order by the third
party, which may be performed by the Buyer if the delay exceeds
twenty (20) calendar days.
7. Applicable law Arbitration
This GCP shall be governed by the law of Switzerland. Any dispute,
controversy or claim arising out of or in connection with this
contract, or the breach, termination or invalidity thereof, shall be
finally settled by arbitration administered by the Arbitration
Institute of the Stockholm Chamber of Commerce (the “SCC”).The
Rules for Expedited Arbitrations shall apply where the amount in
dispute does not exceed EUR 1,000,000.00 (in words: one million
Euros). Where the amount in dispute exceeds EUR 1,000,000.00 (in
words: one million Euros) the Arbitration Rules shall apply and the
Arbitral Tribunal shall be composed of three arbitrators. The
amount in dispute includes the claims made in the Request for
Arbitration and any counterclaims made in the Answer to the
Request for Arbitration. The seat of arbitration shall be Stockholm.
The language to be used in the arbitral proceedings shall be English.
8. Ethics and principles of corporate social responsibility
8.1 Each of the Parties hereby confirms, that it conducts its business
activity in accordance with the binding provisions of law and the
highest ethical standards and obliges to execute this Agreement in
compliance with law and best market practices, including taking
into account the laws and practices applicable to public officials.
8.2 The Seller confirms having acquainted itself with the content of the
Code of Conduct for Suppliers of the Buyer (the “Code”) and states
NIP 592-02-02-822District Court In Gdansk, VII Economic Dep., KRS 0000127044,
Initial capital 100.207.830,00 zł (wholly paid in)
that it will act in accordance with the principles described in the
Code. The Code is available at:
http://www.polpharma.pl/en/supply-chain-sustainability/
8.3 The Seller undertakes to distribute the content of the Code among
employees, representatives and subcontractors in the supply chain
and to ensure their compliance with the Code.
8.4 The Seller agrees to a possible audit aimed at verifying the
effectiveness of implementation and use of the Code’s
requirements. At the same time, the Seller is aware that
non-compliance with the Buyer requirements stipulated in the
Code may result in termination of the existing contracts and orders,
as well as discontinuation of business cooperation between the
Buyer and the Seller.
8.5. The Seller herby ensure that:
- It will not take action and will endeavor to ensure that persons
who are members of its management board, partners, employees,
associates, representatives, or other persons acting on its behalf, in
connection with this Agreement will not take any action that would
expose the Buyer to risk of penalties under the laws and
regulations in force in the relevant jurisdictions prohibiting
corruption, i.e. promising, offering, giving, requesting, accepting
directly or indirectly a material, personal or other benefit or
promise of such an advantage in exchange for acting or failing to
act in the course of conducting business activity.
- It will not undertake any other activity that would expose the
Buyer to the risk of penalties arising from legal provisions and
relevant regulations or may adversely affect the Buyer’s image or
reputation.
- The Seller undertakes to fully comply with all applicable
anti-corruption laws, including those provided by the jurisdiction of
the country of its registered office and the jurisdiction applicable in
the country of performance of the contract, and to abide by the
principles set out in the Abstract from the Anti-Corruption Code
(available at:
https://polpharma.pl/wp-content/uploads/2022/03/16_03_Kodeks-Antykorupcyjny_POLS
KA_EN_Abstrakt.pdf).
8.6. In the event that the Seller violates any of the aforementioned
provisions, such violation shall be deemed a severe breach of
Agreement provisions, entitling the Buyer to terminate the
Agreement.
8.7. The Buyer shall make payments under this Agreement solely by
bank transfer to the Seller's account held by an authorised financial
institution.
8.8. In case of obtaining the knowledge that any person who is a
member of the management board, partner, employee, associate,
representative or other person acting on behalf of the Buyer or the
Seller, has promised, proposed, handed over, demanded, accepted
directly or indirectly a material or personal benefit or a has given a
promise of such benefit in return for action or failure to act in the
course of the business activity conducted by the Parties, the Parties
shall undertake to promptly inform the other Party in writing about
this fact.
8.9. The Seller undertakes not to assign its rights or obligations under
the Agreement or commission a subcontract regarding part or all of
the Agreement to any other natural or legal person without the
prior written consent of the Buyer under penalty of nullity.
8.10. The Seller undertakes not to allocate all or any part of the
remuneration obtained under this Agreement to cover the costs of
granting an unauthorized property or personal advantage directly
or indirectly to any natural or legal person.
9. Termination
9.1. The Buyer may terminate the Order for a fault of the Seller with
immediate effect without designating any additional period to
remedy any breaches in a case of: a breach of terms and conditions
of these GCP or the Order by the Seller, or when the Seller is
threatened with insolvency, or when a bankruptcy or settlement
petition is filed against the Seller, or when it is placed in liquidation,
or when the Seller loses the rights to perform the activities covered
with the Order.
9.2. If the Order is terminated for a fault of the Seller, the Buyer shall be
entitled to charge a contractual penalty of 20% of the Order value.
In such a situation, the Seller shall pay the penalty forthwith. The
Buyer has the right to demand further compensation if the damage
caused by the termination of such Order exceeds the amount of the
above mentioned penalty, without prejudice to other remedies
available to the Buyer to claim damages for the suffered loss or lost
 profit in accordance with the applicable legal regulations. 12.5. The Buyer shall be entitled to transfer its rights and obligations
10. Confidentiality resulting from the Order to other companies in the Buyer’s Capital
The Parties shall treat strictly confidential all terms and conditions of Group, to which Seller agrees
the Order as well as information obtained from each other or
otherwise in connection with the Order, in particular any
organizational, commercial and technical information relating to
the Buyer that has not been made public and shall use such
information solely to perform the relevant duties under the Order.
11. Personal data
11.1. The Parties declare that they meet the requirements imposed by
Regulation (EU) 2016/679 of the European Parliament and of the
Council of 27 April 2016 on the protection of natural persons with
regard to the processing of personal data and on the free
movement of such data, and repealing Directive 95/46/EC
(hereinafter: the “GDPR”). The Seller undertakes to ensure that its
subcontractors and employees also undertake to comply with the
provisions of the GDPR.
11.2. The Parties acknowledge that this agreement does not imply the
processing of personal data. If processing of personal data shall
occur during the performance of this agreement and further
personal data processing is required, Parties shall sign an
agreement to regulate such processing.
11.3. Notwithstanding the foregoing, in compliance with the GDPR,
Parties inform each other of the processing of the personal data of
any employee who may be involved in the performance of this
agreement, for the purpose of carrying out the obligations
contained herein. Both Parties shall inform their affected
employees about the processing of their personal data by the other
Party for such purposes, so that either Party complies with its
information requirements under the applicable data protection
laws towards such employees.
11.4. Each Party is the personal data Controller of the other Party’s
personal data provided in connection with the performance of this
agreement based on legitimate interests pursued by the controller
(Article 6 (1) (f) of the GDPR).
11.5. Personal data may be disclosed to the entities retained by the
controller to implement the above objectives, including IT service
providers, entities providing advice and legal services. Personal
data may be made available to entities and public authorities
within the parameters established by current legislation.
11.6. Furthermore, If either Party has its registered office outside the
EU/EEA, in a country not providing an adequate data protection
level recognized by the EC, Parties shall take the necessary steps to
ensure that personal data is transferred according to the EU
applicable data protection laws; to this end, either Party can
request that the Parties execute EU-Standard Contractual Clauses,
unless any other valid legal basis for processing personal data
exists.
12. Final provisions
12.1. This GCP is an appendix to the Order and constitutes an integral
part thereof. In case of any discrepancies between provisions of
this GCP and the Order, the provisions of the Order shall prevail.
12.2. The Seller agrees to indemnify and defend the Buyer, its affiliates,
officers, employees, agents, successors and assigns for and against
any and all third party claims, actions, obligations liabilities, fines,
penalties, damages, losses, costs, expenses and attorney’s fees
asserted against the Buyer, or any of its affiliates arising from or
connected with the Product including, without limitation, any of
the following: (i) breach of express or implied warranty, strict
liability, or other liability arising from delivery of the Product, (ii)
the acts or omissions of Seller or any party under Seller’s control,
(iii) any claim of infringement of patent, trademark, trade name,
copyright, trade secret, or other similar claim concerning a
intellectual property existing under the laws of any state or county
relating to the manufacture, sale or use of the Product, (iv) any
claim for royalties, unfair competition, or the like arising from any
license or like agreement or arrangement between Seller and third
parties regarding such Product.
12.3. The Seller may not transfer its rights or duties specified in the
Order without prior written consent of the Buyer. Any transfer of
rights or duties specified in the Order without consent of the Buyer,
referred to in the preceding sentence, shall be ineffective in
relation to the Buyer.
12.4. If any provision of this GCP is held unenforceable by a court of
competent jurisdiction, that provision shall be severed and shall not
affect the validity or enforceability of the remaining provisions.

NIP 592-02-02-822District Court In Gdansk, VII Economic Dep., KRS 0000127044,

Initial capital 100.207.830,00 zł (wholly paid in)
 Dokument
podpisany przez
Bartosz
Gołębiowski
Data: 2024.06.21
15:05:55 CEST
Buyer’s Signature………………............................. Seller’s signature………………..………………………….
(POLPHARMA)
Please sign and return one copy to the following e-mail address:
bartosz.golebiowski@polpharma.com

NIP 592-02-02-822District Court In Gdansk, VII Economic Dep., KRS 0000127044,

Initial capital 100.207.830,00 zł (wholly paid in)