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All purchasing activities are carried out in a manner consistent with the highest professional standards, guided by modern principles of purchasing practice and following the General Purchase Conditions as stipulated below:

General purchasing terms and conditions of Lek d. d.

1. Unless otherwise approved by Lek d.d. (hereinafter referred to as Lek) in writing, the present purchasing conditions shall apply to any purchase of goods and services (hereinafter referred to as goods). These conditions shall apply regardless of whether the supplier submits his own general conditions after receiving an offer. The general conditions of suppliers or third parties shall not be binding to Lek, even if not expressly objected. For any deviation from the stated conditions, written approval of Lek shall be needed.
2. The purchase order, contract, order cancellation or any alteration thereof shall be in writing and may be submitted by fax or through electronic data transfer. The supplier shall confirm the order within seven (7) days of its receipt. Should the supplier fail to confirm the order within seven (7) days, the order shall no longer be binding to Lek after the lapse of this 7-day period. The previous sentence shall not apply if the supplier and Lek maintain a continuous business relationship, in which case the supplier shall be deemed to have confirmed Lek's order if not having rejected it in writing within seven (7) days. If the supplier confirms the order, yet introduces alterations thereto, this shall be deemed a new offer by the supplier.
3. The date of delivery indicated on the purchase order shall be binding and not subject to any alteration. In case that the supplier becomes aware of a potential delay in delivery of goods, or failure to meet the quality requirements, the supplier shall immediately notify Lek thereof in writing. Unconditional acceptance of a delayed delivery shall not constitute a waiver of any rights or claims of Lek for compensation for such delay.
4. Unless otherwise provided in the purchase order, the supplier shall deliver the goods to the registered office of Lek. The risk of damage to or destruction of the goods during the period of time before completion of delivery, i.e. completion of unloading and stocking of the goods in the warehouse of Lek (unless otherwise provided in the purchase order), shall be borne by the supplier.
5. The price, quality and quantity of the supplied goods shall comply with the written purchase order and agreed specifications, unless otherwise agreed in writing. The price determined in the purchase order shall be binding and shall cover all the services and additional services by the supplier as well as all additional costs, such as the cost of suitable packaging and transport to the place of destination determined in the purchase order.
6. Unless otherwise agreed by the parties in writing, Lek shall pay the agreed price within 90 days of the day of final receipt and acceptance of the goods, and of receipt of the relevant invoice.
7. The supplier guarantees that the goods have no legal or material defects. Moreover, the supplier guarantees that the import, storage, sales and use of the goods do not violate any third parties' rights, particularly their intellectual property rights. In case of medicinal or pharmaceutical products, cosmetics or other similar products or goods used for their manufacture, the supplier guarantees that such products or services were manufactured in conformity with the specification, purchase order, QA contract and all the relevant cGMP regulations, and that the supplier and his subcontractors have all the permissions and certificates needed for the manufacture and sale of goods, in accordance with the currently applicable GMP rules and other relevant regulations.
8. Lek shall have the right to reject goods with apparent defects within 30 days of acceptance at Lek's warehouse and goods with hidden defects within 30 days of their discovery. Equally, the supplier shall bear any and all costs resulting from poor quality of the goods delivered (including but not limited to return, disposal, transportation of new goods, repackaging, additional audits, etc).
9. In case of any delay on the part of the supplier, including the case of timely delivery but with defects (whereby the period of time from the due date untill the remedy of the defect is deemed to be a delay), Lek shall be entitled to a contractual penalty in the amount of 1 % of the total order value for each day of delay, up to an aggregated payment per purchase order of twenty percent (20 %) of the order value.
10. In the event of non-fulfillment of the supplier's obligations, or fulfillment with defects that failed to be remedied within a suitable time limit, and on the basis of which Lek withdraws from the contract, Lek shall be entitled to a contractual penalty amounting to 20 % of the order value.
11. The supplier shall not transfer his claims, under this contract, to any third party without approval of Lek. Nor shall the supplier transfer the fulfillment of his obligations, under this contract, to third-party contractors without approval of Lek.

12. Should the supplier wish to introduce specific modifications into the product manufacturing process regarding medicinal or pharmaceutical products, cosmetics or other similar products or goods used for their manufacture, or if such modifications are requested by a competent body, the supplier shall immediately inform Lek thereof, and shall, in good faith, reach an agreement with Lek on the introduction of such change and on the time schedule for its implementation.
13. Title to the goods shall unconditionally pass to Lek upon their acceptance, regardless of the purchase price payment. Retention of title or any other form of extended retention of title is hereby expressly excluded.
14. The supplier hereby guarantees that this contract shall be executed in accordance with all applicable laws and regulations pertaining to health, safety and environment (HSE), fair labor practice and unlawful discrimination. The supplier shall act in accordance with the Novartis Third Party Code of Conduct available at http://www.corporatecitizenship.novartis.com/downloads/business- conduct/Novartis_TP_Code.pdf or submitted by Lek to the supplier at his request.
15. If the Product contains substance which must be registered under Regulation (EC) No. 1907/2006 of the European Parliament and of the Council concerning the Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH"), then Supplier shall ensure that such Substance will be registered in accordance with REACH, provided that Purchaser or its Affiliates do not qualify as an importer of such Substance under REACH. Supplier shall immediately provide Purchaser proof of registration upon request. Supplier must immediately inform Purchaser if it becomes aware that any Substance was not registered in due time for whatever reason or if the registration is cancelled. If Purchaser or any of its Affiliates qualify as an importer of the Substance under REACH, then Supplier shall immediately provide upon request all information that Purchaser or its Affiliates reasonably require for the assessment as to whether such Substance must be registered. Purchaser and its Affiliates shall be entitled to use such information to the extent required for registration of the Substance.
16. The supplier undertakes to keep confidential any information directly or indirectly related to the subject matter of the contract and to its implementation, and undertakes not to disclose them or communicate them in any other way to third parties without previous written approval of Lek. This commitment shall remain binding on the supplier even after the termination / fulfillment of the contract, throughout the period of time such information constitutes a business secret of Lek.
17. If so required by the cGMP rules, the purchase order number, delivery address, description and item number, quantity and batch number shall be indicated on the invoice and in all other transport documentation. As long as the invoice lacks any of the essential elements, particularly the price, quantity and purchase order number and all other information reguired by supplier's local tax authorities, Lek shall not be obligated to effect the payment, regardless of the provisions on the payment date, and without the supplier having any right to late payment interest. The supplier shall assume the obligation of paying any banking costs incurred by his bank.
18. Any disputes arising from the contractual relationship that cannot be settled amicably shall be resolved by a competent court in Ljubljana, the Republic of Slovenia, or by any court selected by the plaintiff and having competent jurisdiction in the territory of the defendant's registered office. The contractual relationship shall be subjected to the legislation of the Republic of Slovenia, with the exception of the UN Convention on the International Sale of Goods, which shall not apply to the relationships under the present general conditions.

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