Common use of Price and Payment Terms Clause in Contracts

Price and Payment Terms. 5.1. The price for the Goods or Services will be set out in the Purchase Order. The price set out in the Purchase Order includes all expenses, costs and fees incurred by the Supplier and will exhaust all the financial claims of the Supplier, its employees and subcontractors on account of performing the Agreement, and GSK’s use of the Works delivered as part of the Agreement in accordance therewith. Any increase of the price, regardless of its cause, requires GSK’s express, prior consent, in writing, or will not be valid. 5.2. The price set out in the Purchase Order is a net amount and does not include VAT; however, it includes all other public levies, in particular customs and taxes, including the withholding tax. Within 14 days of delivering GSK’s request to the Supplier, the Supplier will provide GSK with an original certificate of residence referring to the Supplier. If this document is not delivered to GSK, or if it is delivered after the deadline, all consequences of such an event will be borne by the Supplier. This refers, in particular, to GSK’s failure to apply a tax rate resulting from a relevant international convention. 5.3. If the Supplier transfers Intellectual Property Rights to GSK, or grants GSK a licence for them, the price set out in the Purchase Order will include remuneration on this account (in respect of all areas of application resulting from the Agreement and regardless of the benefits that GSK will receive from exploiting a given object of Intellectual Property Rights), including all costs that the Supplier incurred in connection with obtaining licences making it possible to perform the Agreement within this scope. In addition, the Supplier has an obligation to indicate on the invoice the price for transferring Intellectual Property Rights or granting a licence with regard to them as a separate amount. If the Agreement does not set out the amount on this account, the amount will be 10% of the price specified in the Purchase Order and will be deemed included in this price. 5.4. Unless the Agreement or mandatory laws provide otherwise, the Supplier will issue an invoice or GSK will pay the price to the Supplier only after all Goods ordered are delivered or after the Service has been entirely performed, and the above circumstances are confirmed by GSK in writing. The payment will be made by GSK within 60 days of the Supplier delivering to GSK a correctly issued invoice. 5.5. All invoices issued by the Supplier must include the number of the Purchase Order. The absence of the correct number of the Purchase Order constitutes a breach of the Agreement by the Supplier making it impossible for GSK to carry out the procedure of authorising and paying the amount due set out in the invoice. The delivery of an invoice that does not include the correct purchase order number will not result in commencing the time limit for payment, whereas such invoices will be deemed as having been issued incorrectly. 5.6. The Supplier has an obligation to send invoices directly to the address of GSK’s Financial Office (Kancelaria Finansowa GSK) indicated in the Purchase Order. The delivery of an invoice to any other address (even the address of GSK’s registered office) constitutes a breach of the Agreement by the Supplier, resulting in the suspension of the time limit for payment of the amount indicated in the invoice until the invoice is delivered to the correct address. 5.7. If GSK considers rightly that any invoice submitted by the Supplier is defective, or any part of it refers to Goods or Services inconsistent with the Agreement, then GSK will be entitled to withhold payment of the disputed amount pending resolution of the dispute between the Parties. 5.8. The Supplier will not be entitled to set off any amounts payable to it by GSK from the amounts payable by the Supplier to GSK without the prior consent of GSK, which must be expressed in writing or will be invalid.

Price and Payment Terms. 5.16.1. The price for the Goods or Services will be is set out in the Purchase Order. The price set out in the Purchase Order includes all expenses, costs and fees incurred by the Supplier and will exhaust all the financial claims of the Supplier, its employees and subcontractors on account of performing the Agreement, and GSK’s use of the Works delivered as part of the Agreement in accordance therewith. Any increase of the price, regardless of its cause, requires GSK’s express, prior consent, in writing, on pain of invalidity, and the amendment of the Purchase Order or will not be validthe issue of a new one. 5.26.2. The price set out in the Purchase Order is a net amount and does not include VAT; however, it includes all other public levies, in particular customs and taxes, including the withholding tax. 6.3. Within 14 days of delivering GSK’s request to the Supplier, the The Supplier will provide GSK with an the Supplier’s original certificate of residence referring within 14 days of receiving a request to the Supplierthis effect. If this document is not delivered to GSK, or if it is delivered after the deadline, all consequences of such an event will be borne by the Supplier. This refers, in particular, to GSK’s failure to apply a tax rate resulting from a relevant international convention. 5.36.4. If the Supplier transfers Intellectual Property Rights to GSK, or grants GSK a licence for them, the price set out in the Purchase Order will shall include remuneration on this account (in respect of all areas of application resulting from the Agreement and regardless of the benefits that GSK will receive from exploiting a given object of Intellectual Property Rights), including all costs that the Supplier incurred in connection with obtaining licences making it possible to perform the Agreement within this scope. In addition, the Supplier has an obligation to indicate on the invoice the price for transferring Intellectual Property Rights or granting a licence with regard to them as a separate amount. If the Agreement does not set out the amount on this account, the amount will be 10% of the price specified in the Purchase Order and will be deemed included in this price. 5.46.5. Unless the Agreement or mandatory laws provide otherwise, the Supplier will issue an invoice or and GSK will pay the price to the Supplier only after all Goods ordered are delivered or after the Service has been entirely performedperformed in accordance with the Agreement, and the above circumstances are confirmed by GSK in writing. The payment will be made by GSK within 60 days of the Supplier delivering to GSK a correctly issued invoice. 5.56.6. All invoices issued by the Supplier must include the number of the Purchase Order. The absence of the correct number of the Purchase Order in the invoice constitutes a breach of the Agreement by the Supplier making it impossible for GSK to carry out the procedure of authorising and paying the amount due set out in the invoice. The delivery of an invoice that does not include the correct purchase order number will not result in commencing the time limit for payment, whereas such invoices will be deemed as having been issued incorrectly. 5.66.7. The Supplier has an obligation to send invoices directly to the address of GSK’s Financial Office (Kancelaria Finansowa GSK) indicated in the Purchase Order. The delivery of an invoice to any other address (even the address of GSK’s registered office) constitutes will constitute a breach of the Agreement by the Supplier, resulting in the suspension of the time limit for payment of the amount indicated in the invoice not being commenced until the invoice is delivered to the correct address. 5.76.8. Unless the Purchase Order or the Agreement provide for a longer time limit for payment, the payment will be made by GSK within 60 days of issuing an invoice meeting the requirements set out in the Agreement and the provisions of law by the Supplier. 6.9. If GSK considers rightly that any invoice submitted by the Supplier is defective, or any part of it refers refers, in full or in part, to Goods or Services inconsistent with the Agreement, then GSK will be entitled to withhold payment of the disputed amount pending resolution of the dispute between the Parties. 5.86.10. The Supplier will not be entitled to set off any amounts payable to it by GSK from against the amounts payable by the Supplier to GSK without the prior consent of GSK, which must be expressed in writing or will be invalidon pain of invalidity.

Price and Payment Terms. 5.1. The price (which shall be a firm fixed price) for the Goods or Software and/or Services will (including, without limitation, the Licence Fee) shall be the price set out in the Purchase Order. The price set out is exclusive of VAT and, unless otherwise agreed in the Purchase Order includes all expenseswriting, costs and fees incurred by the Supplier and will exhaust all the financial claims inclusive of the Suppliercosts of all packaging and other related charges, its employees delivery and subcontractors on account of performing the Agreement, and GSK’s use of the Works delivered as part of the Agreement in accordance therewithinsurance. Any increase in the price for any reason shall be subject to the express prior written consent of the price, regardless of its cause, requires GSK’s express, prior consent, in writing, or will not be valid. 5.2. The Upon acceptance of the Software and/or Services by GSK, Supplier shall invoice GSK for payment of the price set out in (including, without limitation, the Purchase Order is a net amount Licence Fees) and does not include VAT; however, it includes all any other public levies, in particular customs and taxes, including charges due hereunder. Payment will be made within the withholding tax. Within 14 first 5 calendar days of delivering the month following the expiry of 60 calendar days from the date of receipt of the relevant invoice by GSK’s request . VAT (or any other equivalent tax), where applicable, will be shown separately on all invoices as a strictly net extra. GSK reserves the right to the Supplier, the set off any sums in respect of which Supplier will provide GSK with an original certificate of residence referring to the Supplier. If this document is not delivered may be in default to GSK, or if it is delivered after the deadline, all consequences of such an event will be borne by the Supplier. This refers, in particular, to GSK’s failure to apply a tax rate resulting from a relevant international convention. 5.3. If the Supplier transfers Intellectual Property Rights to GSK, or grants GSK a licence for them, the price set out in the The correct Purchase Order will include remuneration number must be quoted on this account (in respect of all areas of application resulting from the Agreement invoices and regardless of the benefits that GSK will receive from exploiting a given object of Intellectual Property Rights)accept no liability whatsoever for invoices, including all costs that the Supplier incurred in connection with obtaining licences making it possible to perform the Agreement within this scope. In addition, the Supplier has an obligation to indicate on the invoice the price for transferring Intellectual Property Rights delivery notes or granting a licence with regard to them as a separate amount. If the Agreement does other communications which do not set out the amount on this account, the amount will be 10% of the price specified in the bear such Purchase Order and will be deemed included in this pricenumbers. 5.4. Unless Supplier acknowledges and agrees that GSK normally requires invoices to be submitted electronically, and Supplier will accordingly issue all invoices under the Agreement such that they will be delivered to GSK via GSK’s electronic global trading platform, OB10 (or mandatory laws provide otherwisesuch successor system as GSK may implement, in either case for the purposes of this Section 5, “OB10”), and Supplier will work with GSK, or GSK’s nominated representative, and use reasonable efforts to ensure that Supplier is able to send invoices via OB10 from, or as soon as practicable after, the date the Purchase Order to which any invoice relates is issued by GSK. If GSK agrees that Supplier will is not required to issue an invoice invoices electronically (until such time as Supplier is able to submit such invoices electronically in accordance with this Section 5.4), in paper format, to: GlaxoSmithKline Services Unlimited, Accounts Payable, x/x Xxx, Xxxxxxxx 0 Xxxxx 0, Xxxxxxx Xxxxx Business Village, Mitcheldean, Gloucestershire, United Kingdom, GL17 0FD, or GSK will pay to such other address as may be specified in the price to the Supplier only after all Goods ordered are delivered or after the Service has been entirely performedrelevant Purchase Order, and the above circumstances are confirmed by GSK in writing. The payment will be made by GSK within 60 days each case with a copy of the relevant invoice being sent to any additional GSK contact specified on the Purchase Order, and for the avoidance of doubt, Supplier delivering to GSK a correctly issued invoiceshall bear all or any implementation or operating costs incurred by it in complying with this Section 5.4. 5.5. All invoices issued by In the Supplier must include the number of the Purchase Order. The absence of the correct number of the Purchase Order constitutes a breach of the Agreement by the Supplier making it impossible for event GSK to carry out the procedure of authorising and paying the amount due set out in the invoice. The delivery of an invoice that does not include the correct purchase order number will not result in commencing the time limit for payment, whereas such invoices will be deemed as having been issued incorrectly. 5.6. The Supplier has an obligation to send invoices directly to the address of GSK’s Financial Office (Kancelaria Finansowa GSK) indicated in the Purchase Order. The delivery of an invoice to any other address (even the address of GSK’s registered office) constitutes a breach of the Agreement by the Supplier, resulting in the suspension of the time limit for payment of the amount indicated in the invoice until the invoice is delivered to the correct address. 5.7. If GSK reasonably considers rightly that any invoice submitted by the Supplier is defective, defective or any part of it refers relates to Goods Software supplied or Services inconsistent performed otherwise than in accordance with Supplier’s obligations under the Agreement, then GSK will shall be entitled to withhold payment of the disputed amount (without prejudice to any other rights or remedies it may have) pending resolution of the dispute between the Partiesparties (each acting in good faith). 5.85.6. The Supplier will Any payment for an undisputed bona fide invoice not be entitled to set off any amounts payable to it by GSK from the amounts payable received by the Supplier due date shall be subject to GSK without an interest charge of 2% per annum above the prior consent Bank of GSK, which must be expressed in writing or will be invalidEngland base rate from time to time.

Price and Payment Terms. 5.1. The price for the Goods or Services will be set out in the Purchase Order. The price set out price, unless otherwise agreed in the Purchase Order writing, includes all expensescosts (costs of all Packaging, costs delivery and insurance) and fees incurred by the Supplier and will exhaust covers all the financial claims of the Supplier, its employees and subcontractors on account of performing the Agreement, and GSKXxxxxx’s use of the Works delivered as part of the Agreement in accordance therewith. Any increase of the price, regardless of its cause, requires GSKXxxxxx’s express, express prior written consent, in writing, or will not be valid. 5.2. The price set out in the Purchase Order is a net amount and does not include VAT; however, it includes all other public levies, in particular customs and taxes. VAT (or any other equivalent tax), including the withholding taxwhew applicable, will be shown separately on all invoices. Within 14 days of delivering GSKXxxxxx’s request to the Supplier, the Supplier will provide GSK Haleon with an original certificate of residence referring to the Supplier. If this document is not delivered to GSKHaleon, or if it is delivered after the deadline, all consequences of such an event will be borne by the Supplier. This refers, in particular, to GSKXxxxxx’s failure to apply a tax rate resulting from a relevant international convention. 5.3. If the Supplier transfers Intellectual Property Rights to GSKHaleon, or grants GSK Haleon a licence license for them, the price set out in the Purchase Order will include remuneration on this account (in respect of all areas of application resulting from the Agreement and regardless of the benefits that GSK Xxxxxx will receive from exploiting a given object of Intellectual Property Rights), including all costs that the Supplier incurred in connection with obtaining licences licenses making it possible to perform the Agreement within this scope. In addition, the Supplier has an obligation to indicate on the invoice the price for transferring Intellectual Property Rights or granting a licence license with regard to them as a separate amount. If the Agreement does not set out the amount on this account, the amount will be 10% of the price specified in the Purchase Order and will be deemed included in this price. 5.4. Unless the Agreement or mandatory laws provide otherwise, the Supplier will issue an invoice or GSK Haleon will pay the price to the Supplier only after all Goods ordered are delivered or after the Service has been entirely performed, and the above circumstances are confirmed by GSK Xxxxxx in writing. The payment will be made by GSK Haleon within 60 days of the Supplier delivering to GSK Haleon a correctly issued invoice. 5.5. All invoices issued by the Supplier must include the number of the Purchase Order. The absence of the correct number of the Purchase Order constitutes a breach of the Agreement by the Supplier making it impossible for GSK Xxxxxx to carry out the procedure of authorising authorizing and paying the amount due set out in the invoice. The delivery of an invoice that does not include the correct purchase order Purchase Order number will not result in commencing the time limit for payment, whereas such invoices will be deemed as having been issued incorrectly. 5.6. The Supplier has an obligation to send invoices directly to the address of GSK’s Financial Office (Kancelaria Finansowa GSK) Haleon indicated in the Purchase Order. The delivery of an invoice to any other address (even the address of GSKXxxxxx’s registered office) constitutes a breach of the Agreement by the Supplier, resulting in the suspension of the time limit for payment of the amount indicated in the invoice until the invoice is delivered to the correct address. 5.7. If GSK Xxxxxx considers rightly that any invoice submitted by the Supplier is defective, or any part of it refers to Goods or Services inconsistent with the Agreement, then GSK Xxxxxx will be entitled to withhold payment of the disputed amount pending resolution of the dispute between the Parties. 5.8. The Supplier will not be entitled to set off any amounts payable to it by GSK Xxxxxx from the amounts payable by the Supplier to GSK Haleon without the prior written consent of GSK, which must Xxxxxx. 5.9. Any payment for an undisputed bona fide invoice not received by the due date shall be expressed in writing or will be invalidsubject to an interest charge of 8% per annum above the European Central Bank base rate (rate applicable to main refinancing operations) from time to time.

Price and Payment Terms. 5.1. The price for the Goods or Services will be set out in the Purchase Order. The price set out in the Purchase Order includes all expenses, costs and fees incurred by the Supplier and will exhaust all the financial claims of the Supplier, its employees and subcontractors on account of performing the Agreement, and GSK’s use of the Works delivered as part of the Agreement in accordance therewith. Any increase of the price, regardless of its cause, requires GSK’s express, prior consent, in writing, or will not be valid. 5.2. The price set out in the Purchase Order is a net amount and does not include VAT; however, it includes all other public levies, in particular customs and taxes, including the withholding tax. Within 14 days of delivering GSK’s request to the Supplier, the Supplier will provide GSK with an original certificate of residence referring to the Supplier. If this document is not delivered to GSK, or if it is delivered after the deadline, all consequences of such an event will be borne by the Supplier. This refers, in particular, to GSK’s failure to apply a tax rate resulting from a relevant international convention. 5.3. If the Supplier transfers Intellectual Property Rights to GSK, or grants GSK a licence for them, the price set out in the Purchase Order will include remuneration on this account (in respect of all areas of application resulting from the Agreement and regardless of the benefits that GSK will receive from exploiting a given object of Intellectual Property Rights), including all costs that the Supplier incurred in connection with obtaining licences making it possible to perform the Agreement within this scope. In addition, the Supplier has an obligation to indicate on the invoice the price for transferring Intellectual Property Rights or granting a licence with regard to them as a separate amount. If the Agreement does not set out the amount on this account, the amount will be 10% of the price specified in the Purchase Order and will be deemed included in this price. 5.4. Unless the Agreement or mandatory laws provide otherwise, the Supplier will issue an invoice or GSK will pay the price to the Supplier only after all Goods ordered are delivered or after the Service has been entirely performed, and the above circumstances are confirmed by GSK in writing. The payment will be made by GSK within 60 days of the Supplier delivering to GSK a correctly issued invoice. 5.5. All invoices issued by the Supplier must include the number of the Purchase Order. The absence of the correct number of the Purchase Order constitutes a breach of the Agreement by the Supplier making it impossible for GSK to carry out the procedure of authorising and paying the amount due set out in the invoice. The delivery of an invoice that does not include the correct purchase order number will not result in commencing the time limit for payment, whereas such invoices will be deemed as having been issued incorrectly. 5.6. The Supplier has an obligation to send invoices directly to the address of GSK’s Financial Office (Kancelaria Finansowa GSK) indicated in the Purchase Order. The delivery of an invoice to any other address (even the address of GSK’s registered office) constitutes a breach of the Agreement by the Supplier, resulting in the suspension of the time limit for payment of the amount indicated in the invoice until the invoice is delivered to the correct address. 5.7. If GSK considers rightly that any invoice submitted by the Supplier is defective, or any part of it refers to Goods or Services inconsistent with the Agreement, then GSK will be entitled to withhold payment of the disputed amount pending resolution of the dispute between the Parties. 5.8. The Supplier will not be entitled to set off any amounts payable to it by GSK from the amounts payable by the Supplier to GSK without the prior consent of GSK, which must be expressed in writing or will be invalid.

Price and Payment Terms. 5.1. 9.1 The price for the Goods or Services will be is the price set out in the Purchase Order. The price set out in the Purchase Order includes all expensesis exclusive of VAT (where applicable) and, costs and fees incurred by the Supplier and will exhaust all the financial claims of the Supplier, its employees and subcontractors on account of performing the Agreement, and GSK’s use of the Works delivered as part of the Agreement in accordance therewith. Any increase of the price, regardless of its cause, requires GSK’s express, prior consent, unless otherwise agreed in writing, or will not be validinclusive of the costs of all Packaging, delivery and insurance. 5.29.2 Unless otherwise agreed, Supplier may invoice GSK for Goods on or at any time after the completion of delivery in compliance with the Agreement; and for Services, upon completion of the Services in compliance with the Agreement. The price set out in the correct Purchase Order is a net amount number must be quoted on all invoices, and does GSK will accept no liability whatsoever for invoices, delivery notes or other communications that do not include VAT; however, it includes all other public levies, in particular customs and taxes, including bear such Purchase Order number. GSK reserves the withholding tax. Within 14 days of delivering GSK’s request right to require invoices to be issued electronically under the Supplier, the Supplier Agreement such that they will provide GSK with an original certificate of residence referring to the Supplier. If this document is not be delivered to GSK via GSK, or if it is delivered after the deadline, all consequences of such an event will be borne by the Supplier. This refers, in particular, to GSK’s failure to apply a tax rate resulting from a relevant international convention. 5.3. If the Supplier transfers Intellectual Property Rights to GSK, or grants GSK a licence for them, the price set out in the Purchase Order will include remuneration on this account (in respect of all areas of application resulting from the Agreement and regardless of the benefits that GSK will receive from exploiting a given object of Intellectual Property Rights), including all costs that the Supplier incurred in connection with obtaining licences making it possible to perform the Agreement within this scope. In addition, the Supplier has an obligation to indicate on the invoice the price for transferring Intellectual Property Rights or granting a licence with regard to them 's electronic global trading platform as a separate amount. If the Agreement does not set out the amount on this account, the amount will be 10% of the price specified in the Purchase Order (the “GSK Invoicing Portal”). Supplier will work with GSK, or GSK's nominated representative, and use reasonable efforts to ensure that Supplier is able to send invoices via the GSK Invoicing Portal. Supplier will be deemed included bear all implementation or operating costs incurred by it in complying with this priceclause. 5.4. 9.3 Unless the Agreement invoice is disputed by GSK or mandatory laws provide otherwiseif the Goods or the Services have not been delivered or completed in accordance with the Agreement, the Supplier will issue an invoice or GSK will pay the price to the Supplier only after all Goods ordered are delivered or after the Service has been entirely performed, and the above circumstances are confirmed by GSK in writing. The payment will be made by GSK invoices within 60 days of the Supplier delivering to GSK a correctly issued invoice. 5.5. All invoices issued by the Supplier must include the number of the Purchase Order. The absence of the correct number of the Purchase Order constitutes a breach of the Agreement by the Supplier making it impossible for GSK to carry out the procedure of authorising and paying the amount due set out in the invoice. The delivery of an invoice that does not include the correct purchase order number will not result in commencing the time limit for payment, whereas such invoices will be deemed period as having been issued incorrectly. 5.6. The Supplier has an obligation to send invoices directly to the address of GSK’s Financial Office (Kancelaria Finansowa GSK) indicated specified in the Purchase Order, which term will run from the date of receipt of the relevant, accurate, complete and audit-worthy invoice by GSK. The delivery of an invoice to VAT (or any other address (even the address of GSK’s registered office) constitutes equivalent tax), where applicable, will be shown separately on all invoices as a breach of the Agreement by the Supplier, resulting in the suspension of the time limit for payment of the amount indicated in the invoice until the invoice is delivered to the correct address. 5.7strictly net extra. If GSK considers rightly that any invoice submitted by the Supplier is defectivedisputes invoiced sums in good faith, or any part of it refers to Goods or Services inconsistent with the Agreement, then GSK will be entitled to may withhold payment of the disputed amount sums (without prejudice to any other rights or remedies it may have) pending resolution of the dispute between by the Partiesparties. Any payment for an undisputed bona fide invoice not received by the due date will be subject to an interest charge of 2% per annum above the base rate of Barclays Bank Plc base rate from time to time calculated from the date of notice of such late payment being received by GSK. 5.8. The Supplier will not be entitled 9.4 GSK reserves the right to set off any amounts payable sums which Supplier owes GSK under the Agreement or any other contract between the parties. 9.5 GSK hereby states that it is a large enterprise, as defined in Annex I to Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty (Official Journal of the EU L 187 of 26 June 2014, as amended), and therefore it by GSK from has the amounts payable by status of a large entrepreneur within the Supplier to GSK without meaning of the prior consent Act on preventing excessive delays in commercial transactions of GSK, which must be expressed in writing or will be invalid8 March 2013.

Price and Payment Terms. 5.1. The price (which shall be a firm fixed price) for the Goods or Services will shall be the price set out in the Purchase Order. The price set out is exclusive of VAT and, unless otherwise agreed in the Purchase Order includes all expenseswriting, costs and fees incurred by the Supplier and will exhaust all the financial claims inclusive of the Suppliercosts of all Packaging, its employees delivery and subcontractors on account of performing the Agreement, and GSK’s use of the Works delivered as part of the Agreement in accordance therewithinsurance. Any increase in the price for any reason shall be subject to the express prior written consent of the price, regardless of its cause, requires GSK’s express, prior consent, in writing, or will not be valid. 5.2. The price set out in Provided the Purchase Order is a net amount Goods and does not include VAT; however, it includes all other public levies, in particular customs and taxes, including the withholding tax. Within 14 days of delivering GSK’s request to the Supplier, the Supplier will provide GSK with an original certificate of residence referring to the Supplier. If this document is not Services have been delivered to GSK, or if it is delivered after the deadline, all consequences of such an event will be borne by the Supplier. This refers, in particular, to GSK’s failure to apply a tax rate resulting from a relevant international convention. 5.3. If the Supplier transfers Intellectual Property Rights to GSK, or grants GSK a licence for them, the price set out in the Purchase Order will include remuneration on this account (in respect of all areas of application resulting from the Agreement and regardless of the benefits that GSK will receive from exploiting a given object of Intellectual Property Rights), including all costs that the Supplier incurred in connection with obtaining licences making it possible to perform the Agreement within this scope. In addition, the Supplier has an obligation to indicate on the invoice the price for transferring Intellectual Property Rights or granting a licence with regard to them as a separate amount. If the Agreement does not set out the amount on this account, the amount will be 10% of the price specified in the Purchase Order and will be deemed included in this price. 5.4. Unless the Agreement or mandatory laws provide otherwise, the Supplier will issue an invoice or GSK will pay the price to the Supplier only after all Goods ordered are delivered or after the Service has been entirely performed, and the above circumstances are confirmed by GSK in writing. The payment will be made by GSK to Supplier for Goods and Services which comply with the Agreement. Unless otherwise agreed between the parties, Supplier may invoice GSK for the Goods on, or at any time after, the completion of delivery and, in respect of Services, may invoice GSK upon completion of the Services. Payment will be made within 60 calendar days from the date of receipt of the relevant invoice by GSK. VAT (or any other equivalent tax), where applicable, will be shown separately on all invoices as a strictly net extra. GSK reserves the right to set off any sums in respect of which Supplier delivering may be in default to GSK. 5.3. The correct Purchase Order number must be quoted on all invoices, and GSK will accept no liability whatsoever for invoices, delivery notes or other communications which do not bear such Purchase Order numbers. 5.4. Supplier acknowledges and agrees that GSK normally requires invoices to be submitted electronically, and Supplier will accordingly issue all invoices under the Agreement such that they will be delivered to GSK via GSK's electronic global trading platform, Tungsten Network (or such successor system as GSK may implement, in either case for the purposes of this clause 5, "Tungsten Network"), and Supplier will work with GSK, or GSK's nominated representative, and use reasonable efforts to ensure that Supplier is able to send invoices via Tungsten Network from, or as soon as practicable after, the date the Purchase Order to which any invoice relates is issued by GSK. If GSK agrees that Supplier is not required to issue invoices electronically (until such time as Supplier is able to submit such invoices electronically in accordance with this clause 5.4), the Supplier may issue its invoices in paper format to to such address as may be specified in the relevant Purchase Order or other address notified by the GSK to the Supplier expressly for this purpose, and in each case with a correctly issued invoicecopy of the relevant invoice being sent to any additional GSK contact specified on the Purchase Order, and for the avoidance of doubt, Supplier shall bear all or any implementation or operating costs incurred by it in complying with this clause 5.4. 5.5. All invoices issued by In the Supplier must include the number of the Purchase Order. The absence of the correct number of the Purchase Order constitutes a breach of the Agreement by the Supplier making it impossible for event GSK to carry out the procedure of authorising and paying the amount due set out in the invoice. The delivery of an invoice that does not include the correct purchase order number will not result in commencing the time limit for payment, whereas such invoices will be deemed as having been issued incorrectly. 5.6. The Supplier has an obligation to send invoices directly to the address of GSK’s Financial Office (Kancelaria Finansowa GSK) indicated in the Purchase Order. The delivery of an invoice to any other address (even the address of GSK’s registered office) constitutes a breach of the Agreement by the Supplier, resulting in the suspension of the time limit for payment of the amount indicated in the invoice until the invoice is delivered to the correct address. 5.7. If GSK reasonably considers rightly that any invoice submitted by the Supplier is defective, defective or any part of it refers relates to Goods supplied or Services inconsistent performed otherwise than in accordance with Supplier's obligations under the Agreement, then GSK will shall be entitled to withhold payment of the disputed amount (without prejudice to any other rights or remedies it may have) pending resolution of the dispute between the Partiesparties (each acting in good faith). 5.85.6. The Supplier will Any payment for an undisputed bona fide invoice not be entitled to set off any amounts payable to it by GSK from the amounts payable received by the Supplier due date shall be subject to GSK without an interest charge of 2% per annum above the prior consent of GSK, which must be expressed in writing or will be invalidEuropean Central Bank base rate from time to time.

Price and Payment Terms. 5.1. The price (which shall be a firm fixed price) for the Goods or Services will shall be the price set out in the Purchase Order. The price set out is exclusive of VAT and, unless otherwise agreed in the Purchase Order includes all expenseswriting, costs and fees incurred by the Supplier and will exhaust all the financial claims inclusive of the Suppliercosts of all Packaging, its employees delivery and subcontractors on account of performing the Agreement, and GSK’s use of the Works delivered as part of the Agreement in accordance therewithinsurance. Any increase in the price for any reason shall be subject to the express prior written consent of the price, regardless of its cause, requires GSK’s express, prior consent, in writing, or will not be valid. 5.2. The price set out in Provided the Purchase Order is a net amount Goods and does not include VAT; however, it includes all other public levies, in particular customs and taxes, including the withholding tax. Within 14 days of delivering GSK’s request to the Supplier, the Supplier will provide GSK with an original certificate of residence referring to the Supplier. If this document is not Services have been delivered to GSK, or if it is delivered after the deadline, all consequences of such an event will be borne by the Supplier. This refers, in particular, to GSK’s failure to apply a tax rate resulting from a relevant international convention. 5.3. If the Supplier transfers Intellectual Property Rights to GSK, or grants GSK a licence for them, the price set out in the Purchase Order will include remuneration on this account (in respect of all areas of application resulting from the Agreement and regardless of the benefits that GSK will receive from exploiting a given object of Intellectual Property Rights), including all costs that the Supplier incurred in connection with obtaining licences making it possible to perform the Agreement within this scope. In addition, the Supplier has an obligation to indicate on the invoice the price for transferring Intellectual Property Rights or granting a licence with regard to them as a separate amount. If the Agreement does not set out the amount on this account, the amount will be 10% of the price specified in the Purchase Order and will be deemed included in this price. 5.4. Unless the Agreement or mandatory laws provide otherwise, the Supplier will issue an invoice or GSK will pay the price to the Supplier only after all Goods ordered are delivered or after the Service has been entirely performed, and the above circumstances are confirmed by GSK in writing. The payment will be made by GSK to Supplier for Goods and Services which comply with the Agreement. Unless otherwise agreed between the parties, Supplier may invoice GSK for the Goods on or at any time after the completion of delivery and, in respect of Services, may invoice GSK upon completion of the Services. Payment will be made within 60 the first 5 calendar days of the month following the expiry of 60 calendar days from the date of receipt of the relevant invoice by GSK. VAT (or any other equivalent tax), where applicable, will be shown separately on all invoices as a strictly net extra. GSK reserves the right to set off any sums in respect of which Supplier delivering may be in default to GSK. 5.3. The correct Purchase Order number must be quoted on all invoices, and GSK will accept no liability whatsoever for invoices, delivery notes or other communications which do not bear such Purchase Order numbers. 5.4. Supplier acknowledges and agrees that GSK normally requires invoices to be submitted electronically, and Supplier will accordingly issue all invoices under the Agreement such that they will be delivered to GSK via GSK’s electronic global trading platform, OB10 (or such successor system as GSK may implement, in either case for the purposes of this Section 5, “OB10”), and Supplier will work with GSK, or GSK’s nominated representative, and use reasonable efforts to ensure that Supplier is able to send invoices via OB10 from, or as soon as practicable after, the date the Purchase Order to which any invoice relates is issued by GSK. If GSK agrees that Supplier is not required to issue invoices electronically (until such time as Supplier is able to submit such invoices electronically in accordance with this Section 5.4), in paper format, to: GlaxoSmithKline Services Unlimited, Accounts Payable, x/x Xxx, Xxxxxxxx 0 Xxxxx 0, Xxxxxxx Xxxxx Business Village, Mitcheldean, Gloucestershire, United Kingdom, GL17 0FD, or to such other address as may be specified in the relevant Purchase Order, and in each case with a correctly issued invoicecopy of the relevant invoice being sent to any additional GSK contact specified on the Purchase Order, and for the avoidance of doubt, Supplier shall bear all or any implementation or operating costs incurred by it in complying with this Section 5.4. 5.5. All invoices issued by In the Supplier must include the number of the Purchase Order. The absence of the correct number of the Purchase Order constitutes a breach of the Agreement by the Supplier making it impossible for event GSK to carry out the procedure of authorising and paying the amount due set out in the invoice. The delivery of an invoice that does not include the correct purchase order number will not result in commencing the time limit for payment, whereas such invoices will be deemed as having been issued incorrectly. 5.6. The Supplier has an obligation to send invoices directly to the address of GSK’s Financial Office (Kancelaria Finansowa GSK) indicated in the Purchase Order. The delivery of an invoice to any other address (even the address of GSK’s registered office) constitutes a breach of the Agreement by the Supplier, resulting in the suspension of the time limit for payment of the amount indicated in the invoice until the invoice is delivered to the correct address. 5.7. If GSK reasonably considers rightly that any invoice submitted by the Supplier is defective, defective or any part of it refers relates to Goods supplied or Services inconsistent performed otherwise than in accordance with Supplier’s obligations under the Agreement, then GSK will shall be entitled to withhold payment of the disputed amount (without prejudice to any other rights or remedies it may have) pending resolution of the dispute between the Partiesparties (each acting in good faith). 5.85.6. The Supplier will Any payment for an undisputed bona fide invoice not be entitled to set off any amounts payable to it by GSK from the amounts payable received by the Supplier due date shall be subject to GSK without an interest charge of 2% per annum above the prior consent Bank of GSK, which must be expressed in writing or will be invalidEngland base rate from time to time.

Price and Payment Terms. 5.1. The price (which shall be a firm fixed price) for the Goods or Services will shall be the price set out in the Purchase Order. The price set out is exclusive of VAT and, unless otherwise agreed in the Purchase Order includes all expenseswriting, costs and fees incurred by the Supplier and will exhaust all the financial claims inclusive of the Suppliercosts of all Packaging, its employees delivery and subcontractors on account of performing the Agreement, and GSK’s use of the Works delivered as part of the Agreement in accordance therewithinsurance. Any increase in the price for any reason shall be subject to the express prior written consent of the price, regardless of its cause, requires GSK’s express, prior consent, in writing, or will not be valid. 5.2. The price set out in Provided the Purchase Order is a net amount Goods and does not include VAT; however, it includes all other public levies, in particular customs and taxes, including the withholding tax. Within 14 days of delivering GSK’s request to the Supplier, the Supplier will provide GSK with an original certificate of residence referring to the Supplier. If this document is not Services have been delivered to GSK, or if it is delivered after the deadline, all consequences of such an event will be borne by the Supplier. This refers, in particular, to GSK’s failure to apply a tax rate resulting from a relevant international convention. 5.3. If the Supplier transfers Intellectual Property Rights to GSK, or grants GSK a licence for them, the price set out in the Purchase Order will include remuneration on this account (in respect of all areas of application resulting from the Agreement and regardless of the benefits that GSK will receive from exploiting a given object of Intellectual Property Rights), including all costs that the Supplier incurred in connection with obtaining licences making it possible to perform the Agreement within this scope. In addition, the Supplier has an obligation to indicate on the invoice the price for transferring Intellectual Property Rights or granting a licence with regard to them as a separate amount. If the Agreement does not set out the amount on this account, the amount will be 10% of the price specified in the Purchase Order and will be deemed included in this price. 5.4. Unless the Agreement or mandatory laws provide otherwise, the Supplier will issue an invoice or GSK will pay the price to the Supplier only after all Goods ordered are delivered or after the Service has been entirely performed, and the above circumstances are confirmed by GSK in writing. The payment will be made by GSK to Supplier for Goods and Services which comply with the Agreement. Unless otherwise agreed between the parties, Supplier may invoice GSK for the Goods on, or at any time after, the completion of delivery and, in respect of Services, may invoice GSK upon completion of the Services. Payment will be made within 60 calendar days from the date of receipt of the relevant invoice by GSK. VAT (or any other equivalent tax), where applicable, will be shown separately on all invoices as a strictly net extra. GSK reserves the right to set off any sums in respect of which Supplier delivering may be in default to GSK. 5.3. The correct Purchase Order number must be quoted on all invoices, and GSK will accept no liability whatsoever for invoices, delivery notes or other communications which do not bear such Purchase Order numbers. 5.4. Supplier acknowledges and agrees that GSK normally requires invoices to be submitted electronically, and Supplier will accordingly issue all invoices under the Agreement such that they will be delivered to GSK via GSK's electronic global trading platform, Tungsten Network (or such successor system as GSK may implement, in either case for the purposes of this clause 5, "Tungsten Network"), and Supplier will work with GSK, or GSK's nominated representative, and use reasonable efforts to ensure that Supplier is able to send invoices via Tungsten Network from, or as soon as practicable after, the date the Purchase Order to which any invoice relates is issued by GSK. If GSK agrees that Supplier is not required to issue invoices electronically (until such time as Supplier is able to submit such invoices electronically in accordance with this clause 5.4), the Supplier may issue its invoices in paper format to to such address as may be specified in the relevant Purchase Order or other address notified by the GSK to the Supplier expressly for this purpose, and in each case with a correctly issued invoicecopy of the relevant invoice being sent to any additional GSK contact specified on the Purchase Order, and for the avoidance of doubt, Supplier shall bear all or any implementation or operating costs incurred by it in complying with this clause 5.4. 5.5. All invoices issued by In the Supplier must include the number of the Purchase Order. The absence of the correct number of the Purchase Order constitutes a breach of the Agreement by the Supplier making it impossible for event GSK to carry out the procedure of authorising and paying the amount due set out in the invoice. The delivery of an invoice that does not include the correct purchase order number will not result in commencing the time limit for payment, whereas such invoices will be deemed as having been issued incorrectly. 5.6. The Supplier has an obligation to send invoices directly to the address of GSK’s Financial Office (Kancelaria Finansowa GSK) indicated in the Purchase Order. The delivery of an invoice to any other address (even the address of GSK’s registered office) constitutes a breach of the Agreement by the Supplier, resulting in the suspension of the time limit for payment of the amount indicated in the invoice until the invoice is delivered to the correct address. 5.7. If GSK reasonably considers rightly that any invoice submitted by the Supplier is defective, defective or any part of it refers relates to Goods supplied or Services inconsistent performed otherwise than in accordance with Supplier's obligations under the Agreement, then GSK will shall be entitled to withhold payment of the disputed amount (without prejudice to any other rights or remedies it may have) pending resolution of the dispute between the Partiesparties (each acting in good faith). 5.85.6. The Supplier will Any payment for an undisputed bona fide invoice not be entitled to set off any amounts payable to it by GSK from the amounts payable received by the Supplier due date shall be subject to GSK without an interest charge of 2% per annum above the prior consent Bank of GSK, which must be expressed in writing or will be invalidFinland base rate from time to time.