Conditions of Purchase

FFP PACKAGING SOLUTIONS LIMITED

CONDITIONS OF PURCHASE

1. Definitions

1.1: In these Conditions (and in any document in which reference is made to these Conditions unless the context otherwise requires). “Company” means FFP Packaging Solutions Limited or its successors and assigns from time to time. “Conditions” means the standard terms and conditions of purchase of the Company set out in this document. “Contract” means the contract for the acquisition of the Products. “Order” means any order for Products issued by the Company to the Seller. “Products” means the products, equipment or items (whether raw or processed materials) or services which the Company is to acquire as stated in the Order. “Seller” means any person to whom an Order for the Products is issued by the Company. “Writing” includes e-mail, facsimile transmission and comparable means of communication.

1.2: Words importing the singular shall include the plural and vice versa. Words importing corporations shall include natural persons and vice versa. Words importing a gender include every gender.

1.3: Any reference to any provisions of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.

1.4: The headings are for convenience only and shall not effect the construction of these Conditions.

2. General Conditions

2.1: The Company shall purchase and the Seller shall supply Products in accordance with any oral or written Order of the Company subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation or delivery is made or purported to be made by the Seller.

2.2: The Contract between the Company and the Seller shall consist only of the Order, the Conditions, conditions implied by law and any other terms agreed in writing by the Company.

3. Quotations

The Seller’s quotations shall be deemed a fixed price unless expressly agreed in writing by the Company to the contrary. No conditions submitted or referred to by the Seller with quotations or tenders shall form part of the Contract unless specifically agreed in writing by a director or duly authorised executive of the Company.

4. Acceptance

4.1: The Company will not be bound by an Order unless it is issued or confirmed on the Company’s official order form and signed by a director or duly authorised executive of the Company.

4.2: Should the Seller submit its acceptance subject to any terms inconsistent with the Order or the Conditions the Company shall not be bound by the Seller’s acceptance of the Order until a director or duly authorised executive of the Company has confirmed the existence of the Contract.

4.3: The written acceptance of the Order or the commencement of any work or any other conduct which is consistent with acceptance of the Order by the Seller shall constitute acceptance by the Seller of the Conditions.

4.4: Any articles or things delivered to the Company which are not covered by an Order which has been issued or confirmed and duly signed as aforesaid or any variation thereof approved in writing may at the Company’s discretion be returned to the Seller at the Seller’s risk or stocked at the Seller’s risk and expense.

5. Quality

5.1: Products supplied by the Seller shall be of the very best quality and shall be free from defects in design, material and workmanship. Where British Standard specifications are referred to they shall be interpreted as the minimum standard.

5.2: The Products will be in conformity with any specifications, drawings, samples or other descriptions contained or referred to in the Order.

5.3: Unless otherwise stated in the Order, the purpose for which the Products are required is for use in connection with the packaging of food. The Products will be fit for such purpose.

5.4: The Seller shall ensure that the Products comply with any applicable statutory or other requirements imposed by law or government bodies (including, without limitation the requirements of the Sale of Goods Act 1979 and the Consumer Protection Act 1987) and do not infringe any patent or other such proprietary rights. Products shall be clearly and conspicuously labelled and shall be accompanied by appropriate instructions for use.

5.5: At any time prior to delivery of the Products to the Company, the Company shall have the right to inspect and test the Products at all times.

5.6: If the results of such inspection or testing cause the Company to be of the opinion that the Products do not conform or are unlikely to conform with the Order or to any specifications, drawings, samples or other descriptions contained or referred to in the Order, the Company shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Company shall have the right to require and witness further testing and inspection.

5.7: Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Products and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.

5.8: If any of the Products fail to comply with the provisions set out in this Clause 5, the Company shall be entitled to avail itself of any one or remedies listed in clause 11 and 12.

6. Delivery

6.1: The Products shall be delivered, carriage paid, to the Company’s place of business or to such other place of delivery as is agreed by the Company in writing prior to delivery of the Products. The Seller shall off-load the Products at its own risk and expense as directed by the Company.

6.2: The date for delivery shall be specified in the Order. Time for delivery shall be of the essence.

6.3: Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company in normal business hours.

6.4: If the Products are not delivered on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to:-

6.4.1: cancel the Contract in whole or in part;

6.4.2: refuse to accept any subsequent delivery of the Products which the Seller attempts to make;

6.4.3: recover from the Seller any expenditure reasonably incurred by the Company in obtaining the Products in substitution from another supplier; and

6.4.4: claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Seller’s failure to deliver the Products on the due date.

6.5: Where the Company agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract as repudiated.

6.6: The Seller shall ensure that each delivery is accompanied by a delivery note which shows the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.

6.7: The Company shall not be deemed to have accepted the Products until it has had 2 days to inspect them following delivery. The Company shall also have the right to reject the Products as though they had not been accepted for 7 days after any latent defect in the Products has become apparent.

7. Shipping and Packaging Instructions

7.1: All packaging and shipping shall comply with good commercial practice and applicable carrier’s tariffs and all packaging shall consist of suitable containers for optimum protection of the Products and for handling and storage which shall be clearly marked showing the nature and quantity of the contents. If the Company issues particular instructions regarding the palleting of the Products then the Seller will comply with these instructions at all times.

7.2: No charge shall be made for the packaging including all pallets, containers, cans, bags, bands, wrappers, ties, packing and the like. When delivery or despatch notices and invoices are marked to indicate that the Seller desires the return of the packaging, every effort will be made by the Company to so return it but the Company shall not be liable for damage or loss arising and such return shall be at the Seller’s risk and expense.

7.3: Where Products are supplied by weight, all packaging will be deducted from the gross weight; only the net weight of Products supplied will be paid for.

7.4: Shipping will be via a carrier nominated by the Company where the Company shall so reasonably require.

8. Risk

Products shall remain at the Seller’s risk until unloading at the delivery address has been completed and the Products have been signed for by the duly authorised representative of the Company. The Seller’s carrier shall not be regarded as a representative of the Company for this purpose. The legal and beneficial ownership in Products shall pass to the Company on delivery.

9. Price and Payment

9.1: The price of the Products shall be stated in the Order and unless otherwise agreed in writing by the Company shall be exclusive of value added tax but inclusive of all other charges.

9.2: No variation in the price nor extra charges shall be accepted by the Company.

9.3: The Company may deduct from any monies due to the Seller, any monies due or becoming due from the Seller to the Company in respect of any transaction between the Company and the Seller.

9.4: The time for payment shall be by the last day of the calendar month following the month in which the Company receives the appropriate invoice, or later if so agreed with the Seller.

10. Insurance

The Seller shall insure and maintain such insurance against all claims including product liability consequential loss and third party risk for so long as any claim may be bought in respect of the Products.

11. Remedies

11.1: Without prejudice to any other right or remedy which the Company may have, if any Products are not supplied in accordance with, or the Seller fails to comply with, any of the terms of this Contract the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Products have been accepted by the Company:

11.1.1: to rescind the Order;

11.1.2: to reject the Products (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Products so returned shall be paid forthwith by the Seller;

11.1.3: at the Company’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Products or to supply replacement Products and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;

11.1.4: to refuse to accept any further deliveries of the Products but without any liability to the Seller;

11.1.5: to carry out at the Seller’s expense any work necessary to make the Products comply with the Contract; and

11.1.6: to claim such damages as may have been sustained in consequence of the Seller’s breach or breaches of the Contract.

12. Indemnity

12.1: The Seller shall keep the Company indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:-

12.1.1: any failure of the Products to comply with the requirements set out in clause 5;

12.1.2: an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Products;

12.1.3: any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Products as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Seller.

13. Termination

13.1: The Company shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued and the Company shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

13.2: The Company shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:

13.2.1: the Seller commits a material breach of any of the terms and conditions of the Contract; or

13.2.2: any distress, execution or other process is levied upon any of the assets of the Seller; or

13.2.3: the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder or a resolution is passed or a petition presented to any court for the winding up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or

13.2.4: the Seller ceases or threatens to cease to carry on its business; or

13.2.5: the financial position of the Seller deteriorates to such an extent that in the opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.

13.3: In the event of termination howsoever arising the Seller shall meet all or any existing Orders as the Company may specify and shall return any advance payments made by the Company for Products which, as a result of termination, will not be delivered or have been rejected.

13.4: Upon the termination of the Order or the Contract, each party shall forthwith return to the other all papers, materials and other property belonging to the other party and held by it in connection with the performance of the Order or the Contract, together with any copies made of the same Provided however, that if the Company terminates the Order or the Contract due to any default of the Seller, the Company shall have the right to keep such papers or materials and other property until such time as the Company has found a comparable replacement for the Products.

13.5: The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

14. Confidentiality

The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by the Company or its agents and any other confidential information concerning the Company’s business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller’s obligations to the Company and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.

15. The Company's Property

Materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Company to the Seller or not so supplied but used by the Seller specifically in the manufacture of the Products shall at all times be and remain the exclusive property of the Company but shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to the Company and shall not be disposed of other than in accordance with the Company’s written instructions, nor shall such items be used otherwise than as authorised by the Company in writing.

16. Hazardous Products

If Products supplied fall within the category of hazardous or dangerous materials the Seller shall ensure that the Company is supplied with full details of such and instructions as to use before delivery of the Products.

17. Assignment

17.1: The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

17.2: The Company may assign the Contract or any part of it to any person, firm or company.

18. Force Majeure

The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Products ordered without incurring any liability to the Seller if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

19. Waiver

19.1: Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

19.2: Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

19.3: Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

20. Severance

20.1: If any provision of the Contract (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

20.2: If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21. Third Party Rights

The parties to this Contract do not intend that any term of this Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

22. Governing Law and Jurisdiction

22.1: The Contract and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.

22.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.

SIGNED for and on behalf of FFP PACKAGING SOLUTIONS LIMITED:

in the presence of:-

Witness’ Signature:

Witness’ Address:

Witness’ Occupation:

SIGNED for an on behalf of:

in the presence of:-

Witness’ Signature:

Witness’ Address:

Witness’ Occupation: