1. Definitions

In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Dublin are open for business.

Buyer: the person or firm who purchases the Goods from the Seller.

Contract: the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.

Goods: the goods (or any part of them) set out in the Order which shall include any goods which have become constituents of or converted into other products but which are still identifiable as Seller’s goods and are removable from such other products.

Order: The Buyer’s order for the Goods, as set out in the Buyer’s purchase order form.

Seller: National Plastic Packaging Group Limited (registered in Ireland with company number 304483).

2. Basis of Contract

Orders are only accepted and goods only supplied by the Seller subject to these conditions which shall prevail over any inconsistent terms or conditions contained in or referred to in Buyer’s order or in any other documents , correspondence, terms implied by trade, custom or practise and all or any terms and conditions inconsistent with these are excluded. No variation, waiver of or addition to these conditions nor any prior or subsequent representation in respect of the goods shall bind Seller unless expressly agreed to in writing by Seller.

The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.

The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.

A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 5 Business Days from its date of issue.

3. Reservation of Title

(a) Legal and beneficial ownership of Goods shall remain with Seller (which reserves the right to dispose of the Goods) until payment in full for all the Goods has been received by it.

(b) If any payment is wholly or partly overdue Seller may (without prejudice to any of its other rights or remedies) recover or resell all or any of the Goods and it may enter upon Buyer’s premises by its employees or agents for that purpose and or without recourse to law.

(c) Payment for Goods supplied to Buyer shall become due immediately upon occurrence of any of the following events (i) commencement of any act or proceeding in which Buyer’s solvency at issue or (ii) the presenting of a petition or convening of a meeting to consider winding up Buyer or (iii) any notice to Buyer that a receiver or examiner has been appointed or (iv) Buyer being in default of its agreement with Seller or (v) Buyer deciding to make any arrangement with its creditors or (vi) (being an individual) the Buyer is the subject of a bankruptcy petition or order or (vii) the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

(d) Buyer may resell the Goods in the ordinary course of business to third parties. Buyer’s authorities to resell the Goods is immediately withdrawn upon occurrence of any of the events referred to in paragraph (c) above.

(e) In respect of any goods supplied to Buyer and not being specifically identified with delivery and sale documentation, stock held by Buyer of each type, make or brand of Goods supplied shall be deemed for purposes of this Clause 3 to have been delivered and sold under the most recent delivery and sale documentation which relates to that type, make or brand of Goods (whether or not such documentation also relates to other types, makes or brands of Goods), so that all stock of Seller’s goods of any type, make or brand are identified and related to specific invoices.

(f) Seller may maintain an action for the price of Goods supplied to Buyer notwithstanding that property in them has not passed to Buyer.

(g) If the Buyer becomes subject to any of the events listed in clause 3(c), or the Seller reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Seller, the Seller may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Seller without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due.

(h) Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

4. Risk

Notwithstanding that property in the goods may not have passed to Buyer, risk in the Goods shall pass to Buyer at the time of delivery to Buyer or, if sooner, Buyer’s carrier or other agent.

5. General

Orders placed in response to quotations shall not be binding on Seller unless accepted by Seller. Execution of accepted orders is contingent upon availability of the Goods concerned. The prices of the Goods and any relevant discounts shall be those governing at the date of dispatch. Any Value Added Tax in respect of the goods supplied is for the account of Buyer. Seller may set off against any sum for which he may be now or become liable under this Contract the amount of any sum which may be now or become due to Buyer by Seller whether under this Contract or otherwise.

6. Delivery

The Seller shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Buyer and Seller reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

Times quoted for delivery, repair or replacement are estimates and Seller shall not be liable to Buyer for any loss, direct or indirect, caused by delay in delivery, repair or replacement. Seller shall be entitled to make delivery by instalments and these conditions shall apply to each partial delivery.

If the Seller fails to deliver the Goods, its liability shall be limited to the reasonable costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods stated in the Order. The Seller shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event (as per clause 7) or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

If 10 Business Days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not taken delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and charge the Buyer for any shortfall below the price of the Goods.

7. Force Majuere Event

Seller shall not be liable for any delay in delivery , non-delivery destruction or deterioration of all or any part of the goods or for any other default in the performance of this Contract occasioned by any cause beyond the reasonable control of Seller including, without limitation, any act of God, war, industrial dispute, failure or delay in transportation or in delivery to Seller, judicial action, act of any government or other authority, fire, accident, explosion, shortage of labour, fuel, raw material or machinery or technical failure. In any such event, Seller may, without liability, cancel the Contract or vary it’s terms and/or extend the time for performance for a period at least equal to the time lost by reason of such causes.

8. Price and Payment

The Price of the Goods shall be the price set out in the Order.

The Buyer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by the Seller. Time of payment is of the essence.

9. Quantities

Seller reserves the right to deliver against an order an excess or deficiency of up to 10% of weight or volume ordered and Buyer shall be responsible for making payment to Seller for the quantity delivered. Subject to the foregoing, Buyer agrees that unless notice of shortage is received within 14 days from delivery, quantities appearing on Seller’s delivery documentation shall bind Buyer.

10. Warranty and Limitation of Liability

(a) Seller shall, at its option, repair, replace or refund the purchase price for faulty or defective goods, but so that no claim in respect of faulty or defective goods will lie against Seller unless Seller is notified of the claim within 14 days from the date of delivery.

THIS WARRANTY IS GIVEN IN LIEU AND TO THE EXCLUSION OF ANY TERM, CONDITION OR WARRANTY AS TO QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR CORRESPONDENCE WITH DESCRIPTION OR SAMPLE WHETHER EXPRESS OR IMPLIED BY STATUTE COMMON LAW OR OTHERWISE, PROVIDED THAT NOTHING IN THESE CONDITONS SHALL SAVE TO THE EXTENT PREMITTED BY LAW, VARY OR AFFECT THE RIGHTS OF BUYER WHEN DEALING AS CONSUMER AS PROVIDED BY AND WITHIN THE MEANING OF THE SALE OF GOODS AND SUPPLY OF SERVICES ACT, 1980(“THE ACT”) AND SUBJECT TO THIS PROVISO:

(i) Liability in respect of any goods proved to be faulty, defective and/or not to be fit for purpose as specifically held out by the Buyer or which do not conform to the Order shall be limited to the purchase price of those goods. Seller shall not be liable for any transportation charges or other expenditure incurred by Buyer in connection with any claim under this Contract.

(ii) Seller shall not be liable (in contract, tort or otherwise) for any loss of profit or any consequential or indirect loss or damage of any kind to Buyer howsoever caused including, but without limitation, loss or damage resulting wholly or partly from any fault or defect in, or non-conformity with the Order.

(iii) Seller shall not be liable for any goods which have been processed in any way by Buyer or lost or damaged after risk in the goods has been passed to Buyer.

(iv) The warranty given above is contingent upon proper use and storage by Buyer of Goods as instructed either orally or in writing by the Seller.

(b) In relation to goods supplied under this Contract, Seller gives no guarantee as defined in Section 15 of the Act and shall not be liable to Buyer for the observance of the terms of any such guarantee from the original manufacturer or other supplier there of

11. Returns

Returns are only accepted if approved in writing by Seller. Seller’s certificate as to the quantity and condition of returned goods shall be conclusive in the absence of manifest error.

12. Patents, Trademarks and Designs

Buyer shall be responsible for any infringement of any patent, trademark, design or copyright in any country without exception when that infringement is due to the Seller having followed the design or instruction furnished by Buyer. Buyer shall indemnify Seller for all loss, damage and expense suffered or incurred by Seller arising from or in connection with any such infringement.

13. Sketches in Initial Artwork

Seller shall retain property and copyright (where applicable) in all sketches, diagrams, specifications, moulds, workings and other information but these, if produced on the instructions or the request of the Buyer, will be treated as an order and charged to the Buyer’s account.

14. General

14.1 Assignment and subcontracting.

(a) The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Seller.

14.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by post, recorded delivery, commercial courier, fax or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2(a); if sent by post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.3 Severance.

(a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

14.6 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Seller.

14.7 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Irish law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Ireland