Terms & Conditions

DUO PLASTICS LTD

TERMS AND CONDITIONS OF SALE AND SUPPLY

Table of Clauses

1. Order and Acceptance
2. Estimates and Prices
3. Payment
4. Delivery
5. Transfer of Property
6. Intellectual Property Rights
7. Warranties
8. Limitations of Liability
9. Degradable Film and Environmental Claims
10. Indemnity
11. Default and Insolvency of the Customer
12. Assignment
13. Force Majeure
14. Severability
15. Entire Agreement
16. Waiver
17. Notices
18. Confidentiality
19. Other Provisions
20. Law and Dispute Resolution
21. Data Protection
22. Anti-Bribery and Anti-Slavery Compliance
23. Tooling, Moulds and Customer Materials
24. Insurance
25. Regulatory Compliance and Plastic Packaging Tax

Definitions

In these terms and conditions (“Conditions”) the following words and expressions shall have the following meanings:

the Goods: means any item of whatsoever nature or part there of or service which is to be sold or supplied by the Company including any labelling and packaging as described in the order;

the Customer : means the person named in the order who buys or has agreed to buy the Goods;

the Company : means Duo Plastics Ltd, registered number 2260922 whose registered office is at Vickers Street, Miles Platting, Manchester, M40 8PU, or such other registered office as may from time to time be notified to the Customer;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England;

“Contract” means the contract between the Company and the Customer for the sale and supply of the Goods, comprising the order, the order acknowledgement and these Conditions;

“Force Majeure Event” has the meaning given in clause 13;

“Incoterms” means the international rules for the interpretation of trade terms published by the International Chamber of Commerce, Incoterms 2020 edition (or such later edition as may be specified in writing).

1 ORDER AND ACCEPTANCE

1.1 All orders placed by the Customer shall specify the names of the Goods, the quantity required and the preferred delivery date.

1.2 The Company contracts for the sale of the Goods subject to these Conditions only. Any other terms and conditions (including but not limited to those in the Customer’s order or enquiries) inconsistent with these Conditions shall be of no effect subject to clause 1.3 below.

1.3 Any modification to these Conditions will be binding only if it is evidenced in writing signed by a director of the Company and the Customer and such evidence contains a specific reference to these Conditions being modified.

1.4 If the Company does agree to the Customer cancelling a contract of order (other than as a result of the Company’s breach or negligence) it shall be a condition of that consent that the Customer will reimburse the Company in respect of all losses and expenses suffered by the Company arising out of or in connection with such cancellation.

1.5 The Company shall be entitled in its absolute discretion to accept or reject any order received from the Customer and from time to time to extend or discontinue the range of the Goods or any part thereof prior to the acceptance of any order, provided that the Company shall promptly notify the Customer of any such acceptance, rejection, extension or discontinuance.

1.6 These Conditions apply to sales of Goods by the Company to business customers only. The Company does not sell to consumers (as that term is defined in the Consumer Rights Act 2015) on these Conditions. If the Customer is in any doubt as to whether it is acting as a business or as a consumer, it shall notify the Company in writing before placing any order.

2 ESTIMATES AND PRICES

2.1 Subject to this clause 2, the price payable for the Goods shall be the price stated in the Company’s written quotation or, if none, the Company’s list price at the date of acceptance of the Customer’s order. All prices are exclusive of VAT, duties and levies, which shall be payable by the Customer in addition.

2.2 The Customer acknowledges that the price is calculated by reference to certain cost components which are subject to fluctuation outside the Company’s reasonable control, including without limitation:

(a) polymer and other raw material costs;

(b) energy and utility costs;

(c) freight, transport and logistics costs;

(d) the cost of additives, masterbatches, packaging and consumables;

(e) labour costs, including any statutory increase in the National Minimum Wage or National Living Wage;

(f) duties, levies and taxes (including without limitation Plastic Packaging Tax); and

(g) currency exchange rates where any input cost is denominated in a currency other than pounds sterling.

2.3 The Company may adjust the price of any Goods which have not yet been delivered to reflect a movement in the cost components listed in clause 2.2 since the date of the quotation or order acknowledgement. Any such adjustment shall:

(a) be proportionate to the movement in the relevant cost component or components;

(b) where the cost component is polymer feedstock, be calculated by reference to a recognised independent index (such as the ICIS pricing index for the relevant polymer) for the month preceding the proposed adjustment;

(c) be notified to the Customer in writing not less than fourteen (14) days before the proposed effective date, identifying the cost component(s) concerned and the basis of the calculation; and

(d) not be applied more than once in any rolling three (3) month period in respect of the same order, save where successive movements in different cost components justify separate adjustments.

2.4 Where the cumulative effect of one or more adjustments under clause 2.3 in respect of an order would increase the price by more than ten per cent (10%) above the price stated in the relevant quotation or order acknowledgement, the Customer may, by written notice given within ten (10) Business Days of receipt of the Company’s notification under clause 2.3(c), cancel the affected order in respect of any Goods not yet manufactured or in transit. The Customer shall remain liable to pay for any Goods already manufactured, in production or in transit at the time of cancellation, and for any non-cancellable third-party costs reasonably incurred by the Company in relation to the cancelled portion of the order.

2.5 The Customer agrees to accept and pay for, at the quoted unit price, an excess of up to ten per cent (±10%) of the order quantity arising from standard manufacturing tolerances, unless otherwise stated in writing on the order acknowledgement.

2.6 Where Plastic Packaging Tax or any equivalent levy applies to Goods supplied under any contract to which these Conditions apply and the Company is the chargeable person, the tax shall be passed on to the Customer at cost and shown as a separate line on the invoice. The parties’ obligations to exchange information and certifications in relation to such levies are set out in clause 25 (Regulatory Compliance and Plastic Packaging Tax).

2.7 The price to be paid by the Customer for the Goods may be adjusted by the Company in its absolute discretion (which discretion shall not be subject to review) at any time prior to the acceptance of the Customer’s order upon notice being given by the Company to the Customer.

2.8 The Company shall be entitled to charge VAT payable whether or not included on the quotation or invoice.

2.9 Where the Customer supplies materials, adequate quantities shall be supplied to cover spoilage. Detailed provisions on Customer-supplied materials are set out in clause 23 (Tooling, Moulds and Customer Materials).

2.10 Artwork, printing plates, films and designs are dealt with in clause 23 (Tooling, Moulds and Customer Materials).

2.11 Idle Tooling (including printing stereos) is dealt with in clause 23.6 (Idle Tooling).

3 PAYMENT

3.1 The time of payment shall be of the essence of any contract to which these Conditions apply. Unless otherwise expressly stated, payment shall be due on or before the last day of the month following the date of invoice. Such payments shall be made by the Customer in such currency as shall be agreed between the parties by bank transfer to such bank account as the Company may from time to time notify in writing to the Customer.

3.2 Without prejudice to any other rights the Company may have, failure to pay the price or part thereof or other monies payable by the Customer pursuant to these Conditions shall entitle the Company to charge interest on the outstanding amount at the rate of 8 per cent per annum above the Bank of England base rate from time to time (being the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998) calculated on a daily basis from the date the payment became due until the date payment is made (whether before or after judgment). The Company shall in addition be entitled to recover the statutory fixed sum and the reasonable costs of recovery in accordance with section 5A of the Late Payment of Commercial Debts (Interest) Act 1998.

3.3 The Company may at its discretion, require full or partial payment of the quoted price of the Goods plus any appropriate additional charges or the provision of security for payment in respect of the same by the Customer in a form acceptable to the Company.

3.4 The Customer shall pay all sums due in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax required by law). Any complaint in respect of alleged defective Goods shall not be a ground for withholding payment or for set-off against any other sums due to the Company.

4 DELIVERY

4.1 Where goods are sold “Ex Works (Incoterms 2020)”, delivery occurs and the risk in the goods shall pass at the time of collection from the Company’s premises in accordance with these Conditions unless otherwise agreed in writing by the Company. Although dates for collection are given in good faith, these are indicative only and time shall not be of the essence. The Company will make all reasonable efforts to notify the Customer wherever possible if the time of collection is delayed.

4.2 Where goods are sold “Delivered at Place (DAP) (Incoterms 2020)”, the delivery occurs and the risk in the goods passes at the time the goods are delivered onto the Customer’s premises. The Company shall use reasonable efforts to deliver orders as soon as reasonably practicable in accordance with the agreed delivery date and to inform the Customer if there may be any delays in delivery of the Goods and, wherever possible, the reasons for and the anticipated length of the delay.

4.3 If the Company is unable to deliver the Goods or any part thereof by the agreed delivery date the Company shall not be liable to the Customer for any delay caused as a result of the failure to deliver, provided that if the Company fails to deliver the Goods within 6 weeks of the agreed delivery date (other than where the failure is attributable to a Force Majeure Event or to the Customer’s act or omission), the Customer shall have the right to terminate the contract in respect of the undelivered Goods and receive a refund of all monies paid to the Company in respect of such undelivered Goods.

4.4 The Customer shall accept delivery of the Goods at the agreed time and point of delivery in accordance with these Conditions and the Customer shall reimburse the Company for any costs or expenses (including, without limitation, any re-delivery and storage costs) incurred by the Company as a result of the Customer failing to accept delivery or failing to provide the Company with such instructions and/or documentation as it shall require in order to effect delivery of the Goods.

4.5 The Customer agrees to inspect the Goods upon delivery and inform the Company in writing if the Goods or any part thereof is delivered in a damaged or defective state or of any shortfall or omission in any delivery within 7 days of delivery. In respect of latent defects (being defects which are not reasonably discoverable on inspection at delivery), the Customer shall notify the Company in writing within 7 days of the date on which the defect is, or ought reasonably to have been, discovered, and in any event within 12 months of the date of delivery. Any shortfall in the quantity of the Goods delivered or any omission from that stated in any contract to which these Conditions apply shall not give rise to a right to claim damages for breach of contract solely as a result of such shortfall or omission but the Customer shall only be obliged to pay at the contract rate for the quantity of the Goods delivered.

4.6 Each delivery under an order shall be treated as a separate and independent delivery for invoicing and payment purposes, and the Company may issue a separate invoice for each delivery.

4.7 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one of the instalments in accordance with the contract governing any order or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat any other contract with the Company as repudiated.

4.8 All Goods supplied by the Company shall be at the Customer’s risk immediately following delivery of the Goods to the Customer in accordance with Conditions 4.1 or 4.2. The Customer shall maintain appropriate insurance for the Goods that have been delivered against all usual risks and shall procure that the Company’s interest is noted on any relevant policy.

4.9 Where the Customer requests, or the Company and the Customer otherwise agree, that Goods which are ready for despatch be invoiced and retained by the Company rather than despatched (“Bill and Hold”), the following shall apply:

(a) the Goods shall be unconditionally appropriated to the Customer’s order and identified as the Customer’s property and, so far as reasonably practicable, stored separately from the Company’s own stock or clearly marked as belonging to the Customer;

(b) notwithstanding clause 5, both the legal and the beneficial title to and ownership of the Goods shall pass to the Customer on the date of the Company’s invoice for those Goods, and clause 5 shall cease to apply to those Goods with effect from that date;

(c) risk of loss of or damage to the Goods shall pass to the Customer on the same date and, for the purposes of these Conditions, delivery shall be deemed to have taken place on that date;

(d) the Customer shall from that date keep the Goods insured against all usual risks for their full replacement value and shall, on request, produce evidence of that insurance;

(e) payment shall fall due in accordance with clause 3 by reference to the date of the invoice, and the Customer shall not be entitled to withhold, delay or set off payment by reason of the Goods remaining in the Company’s possession;

(f) the Company shall hold the Goods as bailee and shall take reasonable care of them, but shall have no liability for loss of or damage to the Goods save to the extent caused by its own negligence, and shall have a lien over the Goods, for so long as they remain in its possession, in respect of all sums owed by the Customer to the Company;

(g) the Company shall store the Goods free of charge for thirty (30) days from the date of the invoice, after which it may charge storage at its then-current rates; and

(h) the Customer shall take physical delivery of the Goods within ninety (90) days of the date of the invoice. If it fails to do so, the Company may (without prejudice to its other rights) deliver the Goods to the Customer at the Customer’s cost, or give not less than fourteen (14) days’ written notice requiring collection and, if the Goods remain uncollected on expiry of that notice, sell or otherwise dispose of the Goods as agent for the Customer and account to the Customer for the proceeds, less all costs of storage, sale and any other sums owed to the Company.

5 TRANSFER OF PROPERTY

5.1 Risk in the Goods shall pass to the Customer in accordance with clause 4 (Delivery).

5.2 Notwithstanding the passing of risk, legal and beneficial title to the Goods shall not pass to the Customer until the Company has received in cleared funds:

(a) payment in full of the price of the Goods; and

(b) payment in full of all other sums owing by the Customer to the Company on any account whatsoever.

5.3 Until title in the Goods passes to the Customer, the Customer shall:

(a) hold the Goods as fiduciary bailee for the Company;

(b) store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party, in such a way that the Goods remain readily identifiable as the Company’s property;

(c) not remove, deface or obscure any identifying mark, label or packaging on the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against all usual risks for their full replacement value, with the Company’s interest noted on the relevant policy; and

(e) on request, provide the Company with such information about the location and condition of the Goods as the Company may reasonably require.

5.4 Until title in the Goods passes to the Customer, the Customer may resell or use the Goods in the ordinary course of its business at full market value for the account of the Company, provided that any such resale or use shall be a sale or use of the Company’s property by the Customer on the Customer’s own behalf and the Customer shall deal as principal in making such sale or use.

5.5 Until title in the Goods passes to the Customer:

(a) the proceeds of any resale of the Goods by the Customer shall be held by the Customer on trust for the Company;

(b) the Customer shall, so far as reasonably practicable, hold such proceeds in a separate account designated as such, and shall not commingle them with any other monies or pay them into any overdrawn bank account; and

(c) the Customer shall, on request, account to the Company for such proceeds and, to the extent of any sum then owing by the Customer to the Company, shall pay such proceeds to the Company.

5.6 If the Goods are mixed with, or incorporated into, other goods or materials such that they lose their separate identity, title in the resulting product shall (so far as the law permits) vest in the Company until payment in full has been received in accordance with clause 5.2. The Customer shall hold such resulting product on the same terms as set out in clauses 5.3 to 5.5 (with appropriate modifications).

5.7 If at any time the Customer has failed to make payment of any sum due to the Company by the due date, or if any of the events listed in clause 11 (Default and Insolvency) occurs, the Company may (without prejudice to any other right or remedy) by its officers, employees or authorised agents and with such transport as may be necessary, enter upon any premises where the Goods are or are reasonably believed to be stored, and recover possession of the Goods. The Customer hereby grants to the Company an irrevocable licence to enter such premises for that purpose. The Company shall use reasonable endeavours to give prior notice of any such entry but, in the case of urgency, may enter without notice.

5.8 The Customer’s right to possession of the Goods, and to deal with the Goods or with the proceeds of any resale, shall terminate immediately on the occurrence of any of the events listed in clause 11 (Default and Insolvency).

5.9 Notwithstanding the retention of title set out in this clause, the Company may bring an action for the price of any Goods once payment has become due, even if title has not yet passed to the Customer.

6 INTELLECTUAL PROPERTY RIGHTS

6.1 The Customer shall leave in position and not cover, deface or erase any notices or other marks (including without limitation serial numbers and notices that a trade mark, design, patent or copyright relating to the Goods is owned by the Company or a third party) which the Company may place on or affix to the Goods.

6.2 The Customer shall not use any trademark of the Company on its notepaper or in any other way other than in relation to the Goods in respect of which the Customer has used such trademark. In particular, but without limitation, the Customer shall not in any of its stationery nor by any sign at its premises or otherwise indicate that it is in any way connected with the Company other than (if such be the case) that it is an authorised Customer of the Goods.

6.3 The Customer acknowledges that all intellectual property rights in the Goods do and shall continue to belong to the Company and the Customer agrees that it will not infringe any of the Company’s intellectual property rights. In addition, the Customer agrees to notify the Company as soon as it becomes aware of any third party infringement of the Company’s intellectual property rights.

7 WARRANTIES

7.1 The Company warrants to the Customer that all Goods delivered to the Customer will correspond in all material respects with the specification under which they were sold, subject always to the Company’s standard tolerances, which are for length and width ± 5%, for quantities ± 10% with ± 10% for colour work and for thickness ± 10%. Different tolerances will apply only where expressly acknowledged in writing on the order acknowledgement.

7.2 The Company makes no warranty to the Customer who is dealing as a distributor that the Goods will be fit for the purpose for which a third party customer might use them, specifically excluding any implied terms as to fitness for purpose under the Sale of Goods Act 1979 (as amended). Such distributor agrees that it is its responsibility to ensure that the correct product is supplied to a third party for use and that the distributor shall be responsible for making such enquiries of the third party customer as are necessary so that the Goods which are not fit for a third party’s purpose are not sold.

7.3 All samples, illustrations, colours, drawings and diagrams in the Company’s catalogues, trade literature and other published matter are of a generally informative nature and approximate only and are subject to change without notice and none of these shall form part of any contract or give rise to any independent or collateral liability of whatsoever nature on the part of the Company.

7.4 There shall be no express or implied condition or warranty that the Goods supplied will exactly conform to the order and the Customer shall have no right to reject the Goods if they are substantially in accordance with the order or if the Customer can reasonably make use of the same.

7.5 Recycled or re-granulated material is sold as sub-standard grade material. This grade is not suitable for food use or delicate articles. The Company will not be held responsible for complaints arising from the use of this grade.

8 LIMITATIONS OF LIABILITY

8.1 Subject to the provisions of Condition 8.4 and 8.6, the liability of the Company in respect of any breach of the warranties given in Condition 7, or any defect in or failure of any Goods supplied, or any shortage in quantity of Goods (subject to clause 8.2), or for any loss, injury or damage attributable directly or indirectly thereto shall be limited to (at the Company’s option):

1. a) repairing defects or failures in the Goods or making good the Goods by replacement and delivering the repaired Goods to the Customer (at the Company’s expense), provided that the Company shall not be liable for the cost of any work or labour involved in fitting or refitting the Goods or any part thereof; or
2. b) refunding any sums paid to the Company by the Customer for the Goods, provided that the Company is reasonably satisfied that such defects or failure arose solely from the faulty design of the Goods, defective materials or workmanship and that the Company shall not be liable in respect of defects to, or failure of, the Goods caused by misuse or neglect of the Customer, accident or wear and tear.

8.2 If the Goods or any part thereof fails, is defective or does not comply with the warranties or if there is any shortfall in delivery in excess of a standard quantity variation of +/- 10% or a where expressly noted on the order acknowledgement of the quantity stated on the order:

4. a) the Customer shall notify the Company immediately in writing on discovery and in any case within 7 days of receipt of the Goods (or, in the case of a latent defect, in accordance with clause 4.5), setting out details of the problem, the Goods affected and the order number and shall take any measures which the Company reasonably requests to prevent further problems or to minimise the damage; and
5. b) the Customer shall (if the Company so requests) return the Goods to the Company or its nominated representative (and the Company shall pay the reasonable costs of the return transport provided that it has been given prior notice of, and agreed to, such costs, such agreement not to be unreasonably withheld or delayed).

8.3 Subject to Condition 8.6.(a), the Customer acknowledges that it has not relied on and shall not rely on any oral statement or representations made by the Company or by its employees, agents or servants and the Customer acknowledges that it has only and will only rely on written data and specifications provided by the Company.

8.4 The Customer agrees that the Company shall not be liable:

1. a) for the cost of substitute Goods;
2. b) for any indirect or consequential loss (other than any provided for in Condition 8.1);
3. c) for any loss of production;
4. d) for any loss of profit, loss of goodwill, loss of business, loss of business opportunity or loss of anticipated savings suffered or incurred by the Customer or any third parties;
5. e) for any costs, claims, expenses, loss or damage in respect of any one event or series of connected events in excess of the greater of (i) the price paid or payable by the Customer for the Goods which are the subject of the claim, or (ii) £500
6. f) for any claim relating to the Goods or any part thereof, unless such claim is made within 7 days from delivery of the Goods, save in the case of latent defects to which clause 4.5 applies;
7. g) in respect of any alterations made to the Goods other than those made by the Company or its subcontractors;
8. h) where the Goods have been combined with, or incorporated into, other goods;
9. i) for any loss or damage arising from the Customer’s design error or the Customer choosing the Goods that are wrong or unsuitable for its purposes, save where the loss or damage arises solely out of the Company’s negligence.

8.5 Except as otherwise provided in these Conditions, all representations, guarantees, undertakings, conditions or warranties, express or implied, in tort or contract, statutory or otherwise in relation to the Goods are hereby expressly excluded to the extent so permitted by law.

8.6 For the avoidance of doubt, nothing in these Conditions shall exclude or restrict the Company’s liability:

1. a) for any fraudulent misrepresentation made to the Customer on which the Customer relied in entering into any contract made under these Conditions; or
2. b) in relation to any mandatory (non-excludable) implied conditions as to title in the Goods; or
3. c) to any person for death or personal injury to that person resulting from the Company’s negligence; or
4. d) under the Consumer Protection Act 1987 (or any replacement or re-enactment thereof) to a person who has suffered damage (as defined therein) caused wholly or partly by a defect in the Goods or to a dependant or relative of such a person; or
5. e) for any other liability which cannot lawfully be excluded or limited.

8.7 The Customer acknowledges that:

1. a) the price of the Goods is based on the limitations of liability set out in this Condition 8 and it is open to the Customer to agree to pay a higher price on the basis that the Company accepts greater levels of liability or to enter into a similar contract with another supplier without this limitation;
2. b) the Company has specifically notified it of the existence and extent of the limitation of liability and afforded it an opportunity of withdrawing from the contract after such notification, and this Agreement, including all the exclusions, has been fully negotiated;
3. c) it is neither reasonable nor practicable for the Company to be expected to be aware of any potential indirect losses which might arise from the supply of the Goods to the Customer or of all the end-uses to which the Goods will be put;
4. d) the Company is unable to obtain insurance providing unlimited cover for its full potential liability to its clients and such insurance as is available to the Company is more expensive than insurance cover available to the Customer to cover loss or damage to the Customer, which insurance cover the Customer should or ought reasonably to maintain in any event.

8.8 The Customer shall ensure that the Goods or any part thereof supplied to its customers are fit for any particular purpose for which the Goods are being bought, whether or not that purpose is one for which the Goods are commonly supplied. The Customer accepts that all risk shall lie with the Customer in respect of third party claims and shall release the Company from any liability in respect of implied warranties for fitness of purpose. The Customer shall limit its liability towards its customers to no greater extent than it has been limited by the Company under this Agreement. The Customer acknowledges that this clause is required because the Company will not be involved in the sale of the Goods to the Customer’s customers.

9 DEGRADABLE FILM AND ENVIRONMENTAL CLAIMS

9.1 The information the Company provides on degradable, biodegradable or compostable film is based on the results of tests carried out by the relevant masterbatch suppliers. The Company does not accept responsibility for the rate of degradation as this will vary depending on the conditions of use and disposal. A technical data sheet from the masterbatch suppliers is available upon request.

9.2 The Customer shall not make any claim or representation (whether on packaging, marketing material or otherwise) regarding the degradable, biodegradable, compostable or recyclable properties of the Goods other than as expressly confirmed in writing by the Company. The Customer shall be solely responsible for ensuring that any such claim or representation complies with applicable advertising codes (including the CAP and BCAP Codes), the Green Claims Code published by the Competition and Markets Authority, and any applicable consumer-protection legislation.

9.3 The Company does not supply oxo-degradable plastic film. Where the Customer requires compostable film, it shall specify whether industrial compostability (EN 13432) or home compostability (such as TÜV OK Compost Home) is required, and the Company will confirm in writing whether the Goods to be supplied meet that specification.

10 INDEMNITY

10.1 The Customer shall (and shall ensure that any third party to whom the Goods or any part thereof may subsequently be supplied) comply with all instructions and recommendations of the Company in relation to the installation, storage, supply, maintenance and use of the Goods, and, except to the extent any of these are caused by the negligence of the Company, the Customer shall keep the Company fully and effectually indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature and wheresoever arising, including, without limitation, claims for expenses incurred and loss of profit which may be made against the Company or which the Company may sustain, pay or incur arising out of or in connection with the Customer’s failure so to comply and/or to ensure that any third party to whom any Goods have subsequently been supplied so complies.

11 DEFAULT AND INSOLVENCY OF THE CUSTOMER

11.1 In the event that:

1. a) there is any default or breach of any of the obligations of the Customer under these Conditions, including without limitation any failure to make any payments due under any contract to which these Conditions apply;
2. b) the Customer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order is presented or made against the Customer or if any order, resolution or petition to wind up the Customer shall be passed or presented or a receiver, manager or administrative receiver of all or any assets of the Customer shall be appointed, or if the Customer becomes insolvent or undergoes any similar or analogous process in any jurisdiction;
3. c) the ability of the Customer to carry out its obligations under these Conditions is prevented or hindered or substantially interfered with for any reason (whether or not within the control of the customer);
4. d) there is a material change in the control or ownership of the Customer; or
5. e) the Company has reasonable grounds for believing that any of the events listed in (a) to (d) is likely to occur,

11.2 then, (without prejudice to any other remedies the Company might have) outstanding unpaid invoices rendered by the Company in respect of the Goods shall become immediately payable by Customer and (except where the Company exercises its rights under Conditions 11.2(a), 11.2(b) or 11.2(c)) invoices in respect of the goods ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice, and the Company shall be entitled to:

1. a) refuse to make delivery or any further consignment of the Goods or any part thereof agreed to be supplied, including cancelling any outstanding delivery or stopping in transit the Goods or any part thereof; and/or
2. b) cancel or suspend any contract to which these Conditions apply (either in whole or part) by notice in writing to the Customer; and/or
3. c) sell or otherwise dispose of the Goods or any part thereof which are the subject of any order by the Customer and apply the proceeds of the sale to the overdue payment, accounting to the Customer for any surplus and reserving the right to claim from the Customer any shortfall.
4. d) In the event any contract to which these Conditions apply is terminated by the Company under Condition 11.1 or cancelled by the Customer (other than as a result of the Company’s breach or negligence), the Customer shall pay to the Company a cancellation charge calculated as follows: (i) the price of any Goods already delivered or in transit; (ii) the full price of any Goods completed but not yet delivered; (iii) a fair and reasonable proportion of the price of any Goods in production, reflecting the stage of manufacture, plus the cost of any non-cancellable materials or components purchased specifically for the order. The Company shall use reasonable endeavours to mitigate its loss by using or selling such Goods, materials or components elsewhere, and shall credit the Customer with any amount so recovered (net of costs of mitigation).

11.3 Termination of any contract to which these Conditions apply shall be without prejudice to any rights accrued in favour of either party prior to the date of such termination.

12 ASSIGNMENT

12.1 The Customer may not assign, novate, charge, sub-contract or transfer or purport to assign, novate, charge, sub-contract or transfer any contract to which these Conditions apply or the benefit thereof to any person without the prior written consent of the Company. The Company may assign, novate, charge, sub-contract or transfer any of its rights or obligations under these Conditions, provided that it gives written notice to the Customer of any such assignment, novation, charge, sub-contract or transfer.

13 FORCE MAJEURE

13.1 In this Contract, “Force Majeure Event” means any event or circumstance beyond the reasonable control of a party which prevents or materially impedes that party’s performance of its obligations under this Contract, including (without limitation):

(a) act of God, flood, drought, earthquake, fire, explosion or other natural disaster;

(b) epidemic, pandemic or public health emergency, including any restriction or guidance issued by a competent governmental or public health authority;

(c) war, armed conflict, terrorist act, civil war, civil commotion or riots;

(d) imposition of sanctions, embargo or breaking off of diplomatic relations;

(e) any law, action or regulation taken by a government or public authority (including the imposition of an export or import restriction, quota or prohibition);

(f) cyber-attack, denial-of-service attack or ransomware affecting the party’s systems or those of a key supplier, despite the party having implemented reasonable cyber-security measures;

(g) interruption or failure of utility services (including electricity, gas, water or telecommunications) of more than 24 hours’ duration;

(h) shortage of, or material disruption to the supply of, polymer or other raw materials, where such shortage or disruption affects the market generally and is not specific to the Company;

(i) industrial action (including strike, lock-out or other labour dispute) other than industrial action by the affected party’s own workforce; and

(j) collapse of buildings, fire, explosion or accident at premises which are essential to the party’s performance.

13.2 For the avoidance of doubt, an increase in the cost of performance (including increases in the cost of raw materials, energy or labour) shall not of itself constitute a Force Majeure Event. Such cost increases are dealt with in clause 2 (Estimates and Prices).

13.3 If a party is prevented or impeded from performing its obligations by a Force Majeure Event, that party (the “Affected Party”):

(a) shall, as soon as reasonably practicable and in any event within seven (7) days of becoming aware of the Force Majeure Event, notify the other party in writing of the event, its expected duration and its likely impact on performance;

(b) shall be excused from performance of the affected obligations (other than obligations to pay sums already due) for so long as the Force Majeure Event continues to prevent or impede performance;

(c) shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume full performance as soon as reasonably practicable; and

(d) shall keep the other party regularly informed of progress.

13.4 Where a Force Majeure Event affects the Company’s ability to manufacture or source Goods, the Company may allocate available stock and production capacity between its customers (including the Customer) on a fair and reasonable basis, having regard to the Company’s contractual obligations, established customer demand patterns and operational constraints. Such allocation shall not constitute a breach of this Contract.

13.5 If a Force Majeure Event continues for a continuous period of more than eight (8) weeks, or for periods aggregating more than twelve (12) weeks in any rolling six (6) month period, either party may terminate the affected order (or, where the event affects the whole trading relationship, the Contract) by giving not less than fourteen (14) days’ written notice to the other party. Termination under this clause shall be without liability to either party, save in respect of:

(a) Goods already delivered, which shall be paid for in accordance with this Contract;

(b) Goods manufactured but not delivered, which the Customer may elect to take delivery of and pay for, or to refuse, in which case the Company may dispose of them as it sees fit; and

(c) non-cancellable third-party costs reasonably incurred by the Company in relation to the affected order, which shall be paid by the Customer at cost.

14 SEVERABILITY

14.1 Except in so far as the context otherwise requires, each provision herein shall be construed as independent of every other provision, and if any provision, hereof is or becomes partially or totally invalid or unenforceable then the validity and enforceability of the remaining provisions shall not be affected.

15 ENTIRE AGREEMENT

15.1 These Conditions constitute the whole agreement and understanding between the parties and supersede all prior discussions and agreements (whether oral or written) between the parties and/or their agents or advisers.

16 WAIVER

16.1 A failure by either party to exercise or enforce any right conferred upon it by these Conditions shall not be deemed to be a waiver of such right or operate to bar the exercise or enforcement thereof at any subsequent time or times.

17 NOTICES

17.1 Any notice to be given under these Conditions shall be given by delivering the same personally or by sending the same by first class post or recorded delivery, or by email to the address of the other party set out in the order referred to on page 1 of these Conditions or to such other address as may be notified by that other for this purpose to the party seeking to give such notice.

17.2 Any notice given pursuant to Condition 17.1 shall be deemed to have been received: (a) if delivered personally, at the time of delivery; (b) if sent by first class post or recorded delivery, two (2) Business Days after posting; or (c) if sent by email, at the time of transmission, provided that no automated delivery-failure or out-of-office reply is received within 24 hours.

18 CONFIDENTIALITY

18.1 The Customer shall at all times use its best endeavours to keep any confidential information relating to the Goods or to the business of the Company confidential, whether such information is disclosed to it by the Company or whether it comes to the knowledge of the Customer by other means and whether or not it is expressly stated to be confidential or marked as such, and not to disclose it to any other person and shall not use any such confidential information for any purpose other than the performance of its obligations under these Conditions provided that this restriction shall not extend to any confidential information which:

18.1(a) the Customer is required to disclose to any governmental or other authority or regulatory body (provided that the Customer shall, where lawful to do so, give the Company prompt notice of any such requirement and reasonable opportunity to seek a protective order);

18.1(b) is at the date of contract to which these Conditions apply, or becomes thereafter, public knowledge through no fault of the Customer; or

18.1(c) can be shown by the Customer, to the reasonable satisfaction of the Company, to have been known to the Customer prior to its being disclosed to the Customer by the Company.

18.2 The obligations in this clause 18 shall survive termination of any contract to which these Conditions apply for a period of five (5) years from the date of disclosure of the confidential information.

19 OTHER PROVISIONS

19.1 Nothing in these Conditions shall be taken to constitute a partnership or the relationship of employer and employee between the parties hereto.

19.2 Failure by the Company to exercise or enforce any rights here under shall not be deemed to be a waiver of such rights nor operate so as to bar the exercise of that breach at any time or times thereafter and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

19.3 Except in relation to any member of the Company’s group (which for the purposes of this condition 19.3 shall mean in relation to the Company, the Company and every other company which from time to time is a subsidiary or holding company of the Company or a subsidiary of any such holding company and “subsidiary” and “holding company” have the meaning given to them by Section 1159 of the Companies Act 2006) who shall be entitled to enforce the benefit of the Contract, a person who is not a party to the Contract (including any employee, officer, agent, representative or subcontractor of either party) shall have no right, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, to enforce any provisions of the Contract.

19.4 Where a person who is not a party to the Contract (including any employee, officer, agent, representative or subcontractor of either party) has a right to enforce any provisions of the Contract under Section 1 of the Contracts (Rights of Third Parties) Act 1999, the parties to the Contract may vary or terminate the Contract by agreement between them without requiring the consent of that person and need not, comply with Section 2(1) of the Contracts (Rights of Third Parties) Act 1999.

19.5 If any sums are due to the Customer from the Company, the Company shall be entitled to exercise the right to set-off such sums against any payments due to the Company from the Customer under or in relation to this Contract or any other contract. The Customer shall not be entitled to apply any amount due to it by the Company under the Contract in or towards payment of any sum owing by the Customer to the Company in relation to any matter whatsoever.

19.6 The contract sets out the entire agreement and understanding between the Customer and the Company in connection with the sale of the goods and shall supersede and replace all documentation previously issued by the Company purporting to set out its terms and conditions for the sale of the goods.

20 LAW AND DISPUTE RESOLUTION

20.1 Any contract to which these Conditions apply (and these Conditions, and any non-contractual obligations arising out of or in connection with them) shall be governed by and construed in accordance with the laws of England and Wales and the Company and the Customer submit to the exclusive jurisdiction of the Courts of England and Wales.

20.2 Before commencing any court proceedings (other than in respect of any application for urgent or interim relief), the parties shall first attempt in good faith to resolve any dispute arising out of or in connection with these Conditions by:

(a) escalation of the dispute to a senior representative of each party for discussion within fourteen (14) days of written notice of the dispute being served by one party on the other; and

(b) if the dispute is not resolved within twenty-eight (28) days of such escalation, by mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (or such other procedure as may be agreed in writing).

21 DATA PROTECTION

21.1 Each party shall comply with its obligations under applicable data protection laws (including the UK General Data Protection Regulation (the “UK GDPR”), the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case as amended, replaced or superseded from time to time, together with any binding codes of practice or guidance issued by the Information Commissioner’s Office, the “Data Protection Laws”) in the performance of any contract to which these Conditions apply.

21.2 The parties acknowledge that, in the ordinary course of their dealings under these Conditions, each acts as a separate and independent data controller in respect of the personal data it processes (including contact details of personnel involved in the placing, fulfilment and administration of orders).

21.3 Where, exceptionally, one party processes personal data on behalf of the other, the parties shall enter into a separate written data processing agreement complying with Article 28 of the UK GDPR before any such processing begins.

21.4 The Company’s processing of personal data is further described in its privacy notice, available at [URL to be inserted].

21.5 The Customer warrants that, in respect of any personal data which it discloses to the Company under or in connection with these Conditions, it has a lawful basis for that disclosure and has provided to the individuals concerned all privacy information required by the Data Protection Laws.

21.6 Each party shall provide the other with such reasonable co-operation and assistance as the other may require in order to comply with the Data Protection Laws in connection with these Conditions, including in relation to any request from a data subject and any enquiry, investigation or audit by a supervisory authority. Each party shall notify the other without undue delay, and in any event within seventy-two (72) hours, on becoming aware of any personal data breach affecting personal data disclosed to it by the other party under or in connection with these Conditions.

21.7 Neither party shall transfer personal data disclosed to it by the other party under or in connection with these Conditions to a country outside the United Kingdom unless it has first put in place a transfer mechanism which provides an adequate level of protection for that personal data as required by the Data Protection Laws (including, where applicable, the International Data Transfer Agreement or the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the Information Commissioner’s Office).

21.8 The obligations in this clause 21 shall survive termination or expiry of any contract to which these Conditions apply.

22 ANTI-BRIBERY AND ANTI-SLAVERY COMPLIANCE

22.1 Each party shall (and shall procure that its officers, employees and subcontractors shall):

(a) comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (“Anti-Bribery Laws”);

(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and

(c) maintain in place adequate procedures designed to prevent bribery and to ensure compliance with the Anti-Bribery Laws.

22.2 Each party warrants that neither it nor any of its officers or employees has engaged or shall engage in, and that it is not aware of any of its subcontractors having engaged in, any form of slavery, servitude, forced or compulsory labour, or human trafficking (as those terms are defined in the Modern Slavery Act 2015 and any other applicable legislation relating to slavery, servitude, forced or compulsory labour or human trafficking, in each case as amended, replaced or superseded from time to time, the “Modern Slavery Laws”). Each party shall maintain such policies, procedures and due diligence as are reasonably necessary to ensure compliance with the Modern Slavery Laws throughout its supply chain, and shall take reasonable steps to include in its contracts with its subcontractors obligations no less onerous than those set out in this clause 22.

22.3 Each party shall notify the other promptly in writing if it becomes aware of any actual or suspected breach of this clause 22 in connection with any contract to which these Conditions apply. Where a party notifies or becomes aware of any actual or suspected breach of this clause 22, the parties shall co-operate in good faith to investigate the matter and the party in breach shall, within fourteen (14) days of written request, provide a written remediation plan setting out the corrective action it will take and the timescale for doing so. Any breach of clause 22.2, and any failure to provide or implement a remediation plan in accordance with this clause, shall entitle the other party to terminate any affected contract immediately by written notice.

22.4 Each party shall, on reasonable written request, provide the other with such information and assistance as the other reasonably requires in order to prepare and publish any slavery and human trafficking statement required of it under section 54 of the Modern Slavery Act 2015, and shall permit the other, on reasonable notice and at the requesting party’s cost, to verify compliance with this clause 22.

22.5 The obligations in this clause 22 shall survive termination or expiry of any contract to which these Conditions apply.

23 TOOLING, MOULDS AND CUSTOMER MATERIALS

23.1 In this clause:

“Tooling” means any mould, die, tool, jig, fixture, printing plate, printing stereo, artwork, film, master, sample or other production aid used by the Company in the manufacture of the Goods;

“Company Tooling” means Tooling which is owned by, or has been paid for in full by, the Company;

“Customer Tooling” means Tooling which has been paid for in full by the Customer in accordance with this clause; and

“Tooling Charge” means any sum invoiced by the Company to the Customer in respect of the design, manufacture, modification, repair or replacement of Tooling.

23.2 All Company Tooling is and shall remain the sole property of the Company. The Customer acknowledges that the Company may use Company Tooling in the manufacture of goods for any other customer of the Company.

23.3 Where the Customer has paid in full a Tooling Charge raised by the Company in respect of specific Tooling, title in that Tooling shall pass to the Customer on receipt by the Company of payment in full and cleared funds. Until such payment is received, title to the Tooling shall remain with the Company. Notwithstanding any passing of title:

(a) physical possession of the Customer Tooling shall remain with the Company at the Company’s premises;

(b) the Customer shall not be entitled to physical delivery of the Customer Tooling save in accordance with clause 23.7 (Removal); and

(c) the Company shall be entitled to a lien over the Customer Tooling for any sum owing by the Customer to the Company on any account.

23.4 The Company shall use Customer Tooling solely for the manufacture of Goods for supply to the Customer, save with the Customer’s prior written consent. The Customer shall be solely responsible for ensuring that the design of any Customer Tooling does not infringe the intellectual property rights of any third party, and shall indemnify the Company against any claim arising from any such infringement.

23.5 The following provisions apply to the storage, maintenance and risk of Customer Tooling:

(a) The Company shall store Customer Tooling at its premises free of charge for so long as the Tooling is in regular use for the manufacture of Goods for the Customer.

(b) The Company shall carry out routine maintenance of Customer Tooling necessary for normal manufacturing use at its own cost. Any repair, refurbishment or modification beyond routine maintenance (including any repair necessitated by wear and tear at the end of the Tooling’s design life) shall be carried out only with the Customer’s prior approval, and shall be charged to the Customer at the Company’s then-current rates.

(c) Risk of damage to or destruction of Customer Tooling shall remain with the Customer at all times. The Customer shall be responsible for insuring the Customer Tooling for its full replacement value while in the Company’s possession. On request, the Company shall provide reasonable information to enable the Customer to do so.

23.6 If no Goods have been manufactured using particular Customer Tooling for a period of twelve (12) consecutive months, the Company may give the Customer written notice (the “Idle Notice”). Within sixty (60) days of receipt of the Idle Notice, the Customer shall:

(a) place an order for Goods to be manufactured using the relevant Customer Tooling; or

(b) instruct the Company to release the Customer Tooling to the Customer at the Customer’s cost in accordance with clause 23.7; or

(c) agree storage charges with the Company for ongoing storage of the Customer Tooling.

If the Customer fails to respond within sixty (60) days of the Idle Notice, the Company may (without further liability to the Customer) destroy the Customer Tooling and any related artwork, films or stereos. The Company shall not be liable for any loss suffered by the Customer as a result of such destruction following the procedure set out in this clause.

23.7 Subject to payment in full of all sums then owing by the Customer to the Company on any account, the Customer may by not less than twenty (20) Business Days’ written notice require the Company to release the Customer Tooling to the Customer. The Customer shall be responsible for the cost of safely uncoupling, packaging and transporting the Customer Tooling, and for any additional cost reasonably incurred by the Company in releasing the Customer Tooling outside the ordinary course of manufacture. The Company shall not be obliged to release Customer Tooling while it remains in active use in the manufacture of Goods under a current order.

23.8 Where the Customer supplies any raw materials, components or packaging to the Company for incorporation into the Goods, the Customer shall:

(a) supply quantities sufficient to cover normal manufacturing spoilage and wastage, in addition to the quantity required for the Goods to be manufactured;

(b) ensure that the materials are of satisfactory quality, fit for purpose and free from defect, and shall indemnify the Company against any loss arising from any defect in or inadequacy of the materials supplied; and

(c) be solely responsible for any delay in manufacture or supply caused by late or defective delivery of materials by the Customer.

23.9 Unless artwork, films, printing plates or design work have been the subject of a specific Tooling Charge paid in full by the Customer:

(a) all such items remain the property of the Company; and

(b) all intellectual property rights in any designs prepared by the Company or its subcontractors (including without limitation copyright, design right and the right to apply for any registered protection) shall vest in, and remain the property of, the Company.

Where the Customer has paid a specific Tooling Charge for the preparation of bespoke artwork to the Customer’s specification, the Customer shall on payment in full acquire a non-exclusive, royalty-free licence to use such artwork in connection with the Goods, and the Company shall not use the artwork in connection with goods supplied to any third party without the Customer’s consent.

24 INSURANCE

24.1 The Company shall maintain in force with a reputable insurer of good standing the following insurance policies, in each case to a level customary for a business of the Company’s size and activity:

(a) public liability insurance of not less than £[5,000,000] for any one occurrence and in the aggregate per annum;

(b) product liability insurance of not less than £[5,000,000] for any one occurrence and in the aggregate per annum; and

(c) employer’s liability insurance to the statutory minimum.

24.2 The Company shall, on reasonable written request by the Customer, produce a broker’s letter or certificate of insurance evidencing the cover required by clause 24.1.

25 REGULATORY COMPLIANCE AND PLASTIC PACKAGING TAX

25.1 The Company warrants that the Goods, as at the date of delivery, comply in all material respects with applicable English law relating to their composition, manufacture and labelling, including (where relevant) UKCA marking requirements.

25.2 The parties shall cooperate in good faith to exchange information and certifications required to enable each party to comply with its obligations under, and where appropriate to claim any available exemption or relief from:

(a) the Plastic Packaging Tax (Finance Act 2021, as amended) and associated regulations;

(b) the Producer Responsibility Obligations (Packaging and Packaging Waste) Regulations 2024 (the “EPR Regulations”) and any successor or replacement regime; and

(c) any other applicable producer-responsibility, recycling, labelling or waste-management regime.

25.3 Where required by the Customer for compliance purposes, the Company shall provide reasonable information regarding the recycled content of the Goods, the material composition and the packaging format, in such reasonable form as the Customer may request.