TERMS & CONDITIONS

1. Application

1.1. These conditions apply to all sales of goods by Raepak Limited (“the Seller”) to any purchaser (“the Buyer”). They prevail over all transactions completed by Raepak Limited, Raepak Limited trading as any other name and/or any transactions completed by a company wholly owned by Raepak Limited.

1.2. The conditions written herein shall hold precedence over and apply to the exclusion of any terms or conditions contained or referred to in the Buyers order or in correspondence or elsewhere or implied by trade custom practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of the Seller. Any purported provisions to the contrary are hereby excluded.

2. Quotations and Acceptance

2.1. Quotations given by the Seller are based on costs current at the date of quotation and may be withdrawn or revised at any time prior to the Seller’s acceptance of the Buyer’s order.

2.2. Acceptance of the Buyer’s order shall be effective only upon the Seller’s submission to the Buyer of a written Order Acknowledgement or Invoice, whichever is issued first.

2.3. Acceptance of the Buyer’s order under condition 2.2 shall be (where applicable) conditional upon the Seller being satisfied as to the Buyer’s credit. The Seller shall advise the Buyer if they are not so satisfied. If no agreement is reached regarding credit arrangements the Seller may withdraw from the contract without liability.

3. Cancellations and Variations

3.1. Accepted orders form a legally binding contract and may not be cancelled in whole or in part by the Buyer without the specific written agreement of a director or authorised representative of the Seller.

3.2. The Seller will only consider order cancellations if they are received in writing within 7 days of Order Acknowledgement or Invoice dispatch; whichever is issued first.

3.3. Where the Seller agrees to cancellation of any order or any part of an order the Buyer will indemnify the Seller against all loss, costs and damage caused by the order and cancellation.

3.4. Accepted orders may not be varied or added to without the specific written agreement of a director or authorised representative of the Seller. The Seller shall not be required to agree to any proposed variation or addition but if it is prepared to do so this shall be on the basis that the Buyer shall pay any additional charges in respect of the variation or addition.

4. Prices

4.1. The prices payable for the goods shall be those stated in the Sellers Order Acceptance. Stated prices apply only to the stipulated quantities. The Seller may at any time revise stated prices to take into account changes in costs occurring between the date of the Order Acceptance and dispatch of the goods including (without limitation) costs of any materials carriage labour or overheads the increase or imposition of any tax duty or other levy and any variation in exchange rates.

4.2. Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price.

4.3. Unless otherwise specified in the Order Acceptance the Seller will charge for delivery other than at the Seller’s works.

5. Terms of Payment

5.1 Buyers without pre arranged credit approval must pay pro-forma invoice prior to the dispatch or release of goods.

5.2. Buyers with credit approval, subject (where applicable) to Condition 7, agree payment of invoices shall be unless otherwise specified by the Seller in writing or provided in these Conditions be made within 30 days net of the invoice. Where goods are delivered by instalment each instalment delivered shall be regarded as a separate contract and may be invoiced separately.

5.3. Any extension of credit allowed to the Buyer may be changed or withdrawn by the Seller at any time.

5.4. The Seller reserves the right to charge interest on overdue accounts at the rate of 3% over Barclays Bank PLC base rate to run from the due date of payment thereof until receipt by the Seller of the full amount whether or not after judgement.

5.5. Invoices shall be paid in full without any deduction or set off.

6. Delivery

6.1. Whilst every effort will be made to meet delivery dates mentioned in any quotation Order Acceptance or elsewhere, such dates are approximate only and not of any contractual effect and the Seller shall not incur any liability by reason of failure to deliver on any particular date or dates. No delivery shall be regarded as overdue unless the Buyer has requested delivery by notice in writing to the Seller and 365 days have elapsed since such notice was given.

6.2. The Seller reserves the right to deliver the goods in one or more instalments. Where goods are delivered by instalments no default in respect of one instalment shall release the Buyer from its obligations in respect of any other instalment.

6.3. Delivery shall be to the Sellers premises unless otherwise stipulated or agreed by the Seller.

6.4. Without prejudice to the Sellers other rights if the Buyer refuses or fails to take delivery of goods tendered, in accordance with the contract or requests the Seller to postpone the delivery of goods which are ready for delivery the Seller shall be entitled to payment in full for the goods so tendered or ready for delivery as if delivery had been affected. The Seller shall be entitled to store, at the risk of the Buyer, any goods of which the Buyer refuses or fails to take delivery or the delivery of which is postponed and the Buyer shall, in addition to the purchase price, pay all costs of such storage and any additional insurance transportation and handling costs incurred as a result of such refusal or failure. The Seller shall, without prejudice to its other rights, be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such manner as the Seller may determine.

7. Export Sales

7.1. In any case where goods are sold Cost Insurance and Freight (CIF) or Free on Board (FOB) and/or on the basis of other international trade term the meaning of such term contained in Incoterms as revised from time to time, shall apply except where inconsistent with any of the provisions contained in these Conditions.

7.2. Unless otherwise agreed the price of the goods shall be secured by an irrevocable letter of credit satisfactory to the Seller established by the Buyer in favour of the Seller immediately on receipt of the Sellers Order Acceptance and confirmed by a United Kingdom Bank acceptable to the Seller. The letter of credit shall be for the contract price inclusive of any tax or duty payable by the Buyer and shall be valid for at least 6 months or such longer period as shall be estimated by the Seller for delivery. The Seller shall be entitled to payment on presentation to such United Kingdom Bank of the documents specifies by the Seller or as herein stipulated.

7.3. Should the Buyer fail when requested by the Seller and within the time specified by the Seller to take any action necessary on its part for delivery and/or shipment of the goods then:

7.4. the Seller shall be entitled by way of delivery to store the goods in a warehouse at the expense and risk of the Buyer,

7.5. the price shall become immediately payable,

7.6. If payment is secured by letter of credit the Seller shall be entitled to payment on presentation of the copy sales invoice and the warehouse receipt and

7.7. The Seller shall be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such manner as the Seller may determine without accounting to the Buyer before action.

7.8. Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Seller shall not be required to give the Buyer the notice specified in section 32(3) of that Act.

8. Title and Risk

8.1. Full and complete title to the goods shall remain with the Seller until payment in full of the price therefore and any other amount due from the Buyer to the Seller. Until such payment the Buyer shall have possession of the goods as fiduciary agent for the Seller and shall store the goods in such a way as to enable them to be identified as the property of the Seller provided that if the Buyer is purchasing the goods for re-sale the Buyer may, unless and until the Seller specifies otherwise in writing, in the ordinary course of its business sell and deliver the goods to a third party but on the basis that the proceeds of any such sale are held in trust for the Seller.

8.2. The Seller reserves the right to repossess any goods in respect of which payment is overdue and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right and license to the Seller’s servants and agents to enter upon all or any of its premises during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise.

8.3. Notwithstanding the foregoing and save as otherwise provided in Condition 7 risk in the goods shall pass on delivery.

9. Risk

9.1. The goods are at the Buyer’s risk from the time of delivery.

9.2. Delivery takes place either:

9.2.1. at collection from Raepak site (where the buyer collects or arranges carriage); or

9.2.2. at the passing of goods into the buyer’s care (where Raepak arranges carriage).

10. Lien

10.1. The Seller shall have a lien on all undelivered goods which the Buyer agrees to buy from the Seller for all monies due from the Buyer whether under this or any other contract between the Buyer and the Seller.

11. Variations

11.1. The Seller shall be deemed to have fulfilled its contractual obligations in respect of any delivery though the quantity may be up to 10% more or less than the quantity specified in the contract and in such event the Buyer shall pay for the actual quantity delivered.

12. Third Party Rights

12.1. The Buyer shall indemnify the Seller against any and all liabilities claims losses and costs incurred by or made against the Seller as a direct or indirect result of the carrying out any work required to be done on or to the goods to the tools or otherwise in connection with the manufacture of the goods, in accordance with the requirements or specifications of the Buyer involving any infringement or alleged infringement of any rights of or damage or injury to any third party.

13. Specifications

13.1. Unless expressly agreed in writing by the Seller all drawings, designs, descriptions, specifications and particulars of weights and dimensions submitted by the Seller are approximate only and the Seller shall have no liability in respect of reasonable deviations therefrom. The Seller accepts no responsibility for any errors, omissions or other defects in any drawings, designs, descriptions or specifications not prepared by or on behalf of the Seller and the Seller shall be indemnified by the Buyer against any and all liabilities and expenses incurred by the Seller arising therefrom. The colour of the goods shall be subject to reasonable variation.

14. Tooling

14.1. Where the contract provides for payment by the Buyer towards the tool costs such payment shall be made in the amount(s) and on the date(s) specified in the Order Acknowledgement but in the absence of provision in the Order of Acceptance such payment shall be made as to one half of the total amount on acceptance of the order and as to the balance on samples being produced and approved by the Buyer.

14.2. If the Buyer requests modification in the tools after the Buyers order has been accepted the Seller shall advise the Buyer whether it agrees to make the modifications requested and if so of any increase in the tool costs or any change in the date on which the tool will be available. The Seller may at its discretion invoice and require payment of the increased tool cost at the time the Seller agrees to carry out the modification.

14.3. All tools made or provided by the Seller shall remain the property of the Seller notwithstanding any contribution by the Buyer to the costs thereof. Such tools may not be withdrawn from the Sellers possession. No rights are granted to the Buyer in respect of any technical design features which are the property of the Seller and which may be incorporated in tools.

14.4. Unless otherwise stated in writing by the Seller tools shall remain at the risk of the Seller and the Seller shall be responsible for day to day maintenance thereof. Where the Buyer is responsible for maintenance costs such maintenance shall be carried out by the Seller and charged to the Buyer at the Sellers normal rates. Invoices for maintenance costs shall be immediately due and payable. The cost of replacement or refurbishment of tools required for the supply of goods to the Buyer where this becomes necessary through fair wear and tear is chargeable to the Buyer.

14.5. The Seller may destroy tools that have remained unused for three years but will give the Buyer three months notice in writing before destroying any tools.

15. Drawings Moulds Jigs and Design Work

15.1. All drawings, sketches, silk screens, line films, negatives, printing plates and technical documents supplied to the Buyer (“Drawings”) are submitted in confidence and shall not be copied, reproduced, transmitted or communicated to a third party without the Seller’s written consent. All Drawings together with all copyright and other rights therein shall be and remain the exclusive property of the Seller save only to the extent that they incorporate copyright material of the Buyer or of any third party.

15.2. All moulds, dies, printing screens and jigs and all copyright and other rights therein shall remain the exclusive property of the Seller whether or not a charge is made towards their cost. Alterations made at the Buyers request will be at the Buyers expense and risk.

15.3. All design work and artwork carried out by the Seller for the Buyer and all samples supplied to the Buyer will be invoiced to the Buyer 30 days after production or supply thereof.

16. Warranty and Liability

16.1. It shall be the sole responsibility of the Buyer to ensure that the composition and specification of the goods is appropriate for use with the products of the Buyer or its customers and to carry out all analysis and tests necessary to ensure this is the case. No warranty representation or undertaking is given by the Seller that the goods are suitable for use with any particular product or for any particular purpose.

16.2. Where various components are combined to form an integral package and some components are obtained from a source other than the Seller it shall be the sole responsibility of the Buyer to ensure that all components both provided by the Seller and obtained from another source are compatible with each other and fit for the required purpose. These components may include but are not limited to bottles, closures, reducer plugs, dispensing pumps, printing or labels.

16.3. Save where the Seller offers an express written warranty for specific goods on alternative terms the Seller warrants that the goods will be free from defects of workmanship design or materials for a period of three months from the date of delivery. The Buyer shall inspect the goods promptly following delivery. No claims will be accepted under this warranty unless alleged defects are notified to the Seller within seven days of delivery in the case of defects apparent on inspection and within seven days of the defect becoming apparent in the case of other defects and in any event prior to the expiry of the period of three months.

16.4. The Seller shall not be liable to the Buyer:-

16.4.1. for shortages in quantity delivered unless the Buyer notifies the Seller of any claim for short delivery within seven days of receipt of the goods.

16.4.2. for damage to or loss of the goods or any part thereof in transit (where the goods are carried by the Sellers own transport or by a carrier on behalf of the Seller) unless the Buyer shall notify the Seller of any such claim within seven days of receipt of the goods or 14 days of the date of despatch shown in the Sellers advice notice whichever shall be the earlier.

16.4.3. for defects in the goods caused by any act, neglect or default of the Buyer or of any third party.

16.4.4. for goods that have been assembled with components or liquid/cream obtained from a source other than the Seller. These components may include but are not limited to bottles, closures, reducer plugs, dispensing pumps, printing, labels or liquid/cream product.

16.5. Where the Seller is found to be liable under the warranty in condition 16.3 or for the shortages, damage or loss referred to in condition 16.4 the sole responsibility of the Seller shall be at its option to make good any shortage or non-delivery and/or as appropriate replace or repair any goods found to be damaged or defective and/or to refund to the Buyer the net price for the damaged, defective or undelivered goods. Goods which are the subject of a claim must be stored free of charge by the Buyer pending inspection by the Seller.

16.6. The Buyer shall indemnify the Seller against any and all direct or indirect consequential liability claims or losses from such time that the risk of goods passes to the Buyer.

16.7. The Sellers prices are determined on the basis of the limits of liability set out in these Conditions. The Buyer may by written notice to the Seller request the Seller to agree a higher limit of liability provided that either:

16.7.1. insurance cover can be obtained therefor in which case the Seller shall effect insurance up to such limit and the Buyer shall pay upon demand the amount of any and all premiums but so that the maximum amount which the Buyer shall be entitled to recover from the Seller shall be limited to any amount received pursuant to such insurance; or

16.7.2. the price for the goods is increased by such amount as the Seller shall designate to reflect the additional risk borne by the Seller.

16.8. Subject to the foregoing Condition 16.9 all conditions warranties and representations expressed or implied by statute common law or otherwise in relation to the goods are hereby excluded and the Seller shall be under no liability to the Buyer for any loss damage or injury direct or indirect resulting from the defective material faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Seller its employees or agents.

16.9. The Seller shall accept liability for death or personal injury caused by the negligence of the Seller save where Condition 16.10 applies.

16.10. Where the contract between the Seller and Buyer is an international supply contract within the meaning set out in section 26 Unfair Contract Terms Act 1977 the Seller shall not give the warranty in condition 16.3 and shall not accept any liability under Condition 16.9 and the Buyer shall indemnify the Seller against any and all claims howsoever arising out of or in relation to the goods supplied to the Buyer.

17. Packaging

17.1. The buyer shall meet the cost of any packaging pallets or other containers which are stated by the Seller to be non-returnable.

17.2. Where packaging, pallets or other containers are stated by the Seller to be returnable the Seller will be entitled to charge the buyer for them and will only afford credit to the Buyer for such returnable items if they are returned to the Seller in good condition carriage paid by the Buyer within three months of the date of delivery or collected by the Seller in such condition. The Seller shall have such discretion as to whether such returnable items should be returned by the buyer or collected by the Seller.

18. Licences and Consent

18.1. If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the goods by the Buyer the Buyer shall obtain the same at its own expense and if necessary produce evidence of the same to the Seller on demand. Failure to do so shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyers account.

19. Force Majeure

19.1. The Seller shall not be in breach of its obligations or liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Seller being prevented hindered or delayed by reason of circumstances or events beyond the Sellers reasonable control including but not limited to Act of God, war riot strike lock-out trade dispute or labour disturbance accident break-down of plant or machinery fire flood storm difficulty or increased expense in obtaining workmen materials or transport or other circumstances affecting the supply of the goods or of raw materials therefor by the Seller’s normal source of supply or the manufacture of the goods by the Seller’s normal means or the delivery of the goods by the Seller’s normal route or means of delivery.

19.2. In the event of any such circumstances or events any period for delivery shall be extended by such time as the Seller may reasonably require.

19.3. If due to such circumstances or events the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.

20. Insolvency and Default

20.1. If the Buyer enters into a deed of arrangement or becames bankrupt or compounds with his creditors or if a receiving order is made against him or if (being a company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver or administrator is appointed of any of the Buyers assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver administrator or manager or which entitled the Court to make a winding-up order or if the Buyer takes or suffers any similar action in consequence of debt or commits any breach of this or any other contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any goods in transit and/or suspend further deliveries and/or determine the rights of the Buyer under condition 8 and/or by notice in writing to the Buyer determine the contract.

21. General

21.1. Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times after.

21.2. This contract may not be assigned by the Buyer without the prior written consent of the Seller.

21.3. Notices shall be deemed to have been duly given if sent by prepaid first class post or facsimile transmission to the party concerned at its last known address. Notices sent by post shall be deemed to have been given three days after despatch and notices sent by facsimile transmission on the date of despatch.

21.4. This contract shall be governed by and construed in all respects in accordance with the Laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.