MEAT, POULTRY AND FISH PACKAGING

STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

SHARPAK BRIDGWATER & YATE

INTERPRETATION

1.1 In these conditions:

“Buyer” means the person who enters into a Contract with

the Seller.

“Conditions” means the standard conditions set out

below and (unless otherwise stated) includes any special

conditions agreed in writing between the Seller and the

Buyer.

“Contract” means a contract for the sale and purchase of

Goods between the Seller and the Buyer.

“Goods” means the goods and any services (including any

instalment of the Goods or any part of them) described in

the Contract.

“Price” means the price of the Goods.

“Seller” means individually either Sharpak Bridgwater

Limited or Sharpak Yate Limited.

BASIS OF THE SALE

2.1 These Conditions shall govern any Contract to the exclusion

of any other terms and conditions.

2.2 No variation to these Conditions shall be binding unless

confirmed in writing by a Director of the Seller.

2.3 The Seller’s employees or agents are not authorised to

make any representation concerning the Goods unless

authorised by a Director of the Seller.

ORDERS AND SPECIFICATIONS

3.1 No order submitted by the Buyer shall bind the Seller until

confirmed in writing by an authorised representative of the

Seller.

3.2 The Seller may charge on a part cost basis or otherwise for

sketches, plates, dies, moulds, tooling or samples delivered

to the Buyer and the Buyer shall return any such item upon

demand unless legal title has passed to it and shall keep

confidential all design and other aspects of such items.

3.3 Charges for manufacture of or modifications to tooling

at the Buyer’s request shall be paid upon approval of

samples.

3.4 Any specifications or other information in writing or

otherwise provided by the Seller in respect of Goods shall

only form part of the Contract where expressly stated and

warranted or guaranteed by the Seller in writing.

3.5 Where Goods are to be manufactured by the Seller

in accordance with a specification or using materials

submitted by the Buyer, the Buyer shall indemnify the Seller

against all loss, damages, costs and expenses of whatever

nature incurred by the Seller in connection with such

manufacture.

3.6 The Seller reserves the right to make any changes in the

specification of the Goods which do not materially affect

their quality or performance.

3.7 No order which has been accepted by the Seller may be

cancelled by the Buyer except with the agreement in writing

of a Director of the Seller and the Buyer shall indemnify the

Seller in full against all loss, damages, costs and expenses

(including design, tooling or machinery costs) incurred by

the Seller as a result of cancellation.

3.8 The Seller may dispose of any item, including tooling or

machinery, used solely for production of Goods ordered by

the Buyer in the event that no orders requiring use of such

items are made by the Buyer in any period of 12 months.

3.9 The copyright in all drawings, samples and finished product

belongs to the Seller and the Buyer shall not breach such

or otherwise without the Seller’s written consent.

PRICE OF THE GOODS

4.1 The Price shall be the price specified in the Seller’s

quotation unless otherwise varied by written agreement.

4.2 All Prices quoted are valid for 30 days only unless otherwise

stated in the Contract.

4.3 By giving notice to the Buyer at any time before delivery, the

Seller may increase the Price to reflect any increase in the

cost of the Contract to the Seller due to any factor beyond

the Seller’s control.

4.4 Unless otherwise stated delivery costs and related insurance

are not included in the Price.

4.5 The Price is exclusive of Value Added Tax.

4.6 The Seller may charge the cost of pallets and returnable

containers to the Buyer in addition to the Price, but full

credit will be given to the Buyer provided they are returned

undamaged to the Seller before the due payment date.

TERMS OF PAYMENT

5.1 The Seller may upon delivery invoice the Buyer for the Price

including any instalment.

5.2 The Buyer shall pay the amount of the Seller’s invoice by

the 20th of the month following the month of invoice. Time

is of the essence.

5.3 If the Buyer fails to make payment for the whole or any

instalment of the Goods on the due date the Seller (without

prejudice to any other remedy available to it) may:-

5.3.1 Cancel the Contract and suspend any further

deliveries to the Buyer;

5.3.2 Invoice the Buyer immediately for all costs incurred

to date in respect of work in progress for the Buyer;

5.3.3 Appropriate any payments made by the Buyer to

such of the Goods (or to goods supplied under any

separate contract) as the Seller may think fit;

5.3.4 Charge the Buyer interest (both before and after any

judgment) on the amount unpaid at the rate of 5 per

cent per annum above Bank of England base rate

from time to time until payment in full is made; and

5.3.5 Exercise a lien for the amount outstanding under

the Contract over any property of the Buyer in the

possession of the Seller.

5.4 Payment shall be made with no deduction, set-off,

withholding or other charge of any kind whatsoever,

regardless of any dispute, discussion or litigation between

the Buyer and the Seller. The Buyer’s default in payment of

any invoice on due date automatically makes any and all

outstanding amounts, even those not yet due, immediately

payable. Any unpaid invoice disqualifies the right to

discount, credit or refund on the turnover of the relevant

year, if any.

DELIVERY

6.1 Unless otherwise stated in the Contract delivery of the Goods

shall be deemed to have been made upon completion of

off-loading at the place of delivery nominated by the Buyer

in writing.

6.2 Time for delivery shall not be fundamental to the Contract

unless otherwise agreed by the Seller in writing.

6.3 The Seller reserves the right to deliver up to 10 per cent

more or 10 per cent less than the quantity of Goods

ordered as proper performance of the Contract and any

surplus or deficiency shall be charged or allowed at the

Contract rate.

6.4 Where the Goods are to be delivered in instalments, each

delivery shall constitute a separate contract and failure by

the Seller to deliver anyone or more of the instalments shall

not entitle the Buyer to treat the Contract as a whole as

repudiated.

6.5 If the Seller fails to deliver the Goods on or after the

agreed delivery date for any reason other than any cause

beyond the Seller’s reasonable control or the Buyer’s fault

the Seller’s liability shall be limited to the excess (if any) of

the cost to the Buyer (in the cheapest available market) of

similar replacement goods over the price of the Goods.

6.6 If the Buyer fails to take delivery of the Goods or fails to

give the Seller adequate delivery instructions then, without

prejudice to any other remedy available to the Seller, the

Seller may:-

6.6.1 Store the Goods until actual delivery and charge the

Buyer for the reasonable costs (including insurance)

of storage; or

6.6.2 After one month from the due delivery date sell

the Goods at the best price readily obtainable and

(after deducting all reasonable storage and selling

expenses) charge the Buyer for any shortfall below

the Price.

6.7 If the Contract provides for stock holding by the Seller on

behalf of the Buyer, where no movement of stock has been

required by the Buyer for over one month the Seller may

require the Buyer to take immediate delivery of and make

full payment for all outstanding stock, and in the event of

such payment becoming overdue the Seller may scrap or

otherwise deal with the stock at its discretion and the Buyer

shall indemnify the Seller against any loss suffered.

RISK AND TITLE

7.1 Risk of damage to or loss of the Goods shall pass to the

Buyer upon delivery in accordance with 6.1 above.

7.2 Legal title to the Goods shall not pass to the Buyer until the

Seller has received full payment of the price of the Goods

in cash or cleared funds and all other goods or services

agreed to be sold or supplied by the Seller to the Buyer for

which payment is then due.

7.3 Sketches, plates, dies, moulds, tooling and samples shall

remain the property of the Seller unless otherwise stated in

the Contract.

7.4 Until such time as legal title in the Goods passes to the

Buyer it shall keep the Goods separate from those of the

Buyer and third parties and properly stored, protected,

insured with a reputable insurance company and identified

as the Seller’s property. Until legal title passes the Buyer

shall be entitled to resell or use the Goods in the ordinary

course of its business, but shall forthwith account to the

Seller for the proceeds (of whatever nature) of disposal of

the Goods.

7.5 At any time where the Buyer is in default of the terms for

payment for Goods or circumstance stated in 9.1 - 9.4

below arises the Seller shall be entitled to require the Buyer

to deliver up the Goods to the Seller immediately and if the

Buyer fails to do so, to enter upon the place of storage and

repossess the Goods.

7.6 The Buyer shall not pledge or charge by way of security

for any indebtedness any Goods where legal title remains

vested in the Seller, but if the Buyer does so all monies owing

by the Buyer to the Seller shall without prejudice to any other

remedy of the Seller immediately become due and payable.

7.7 Where property of the Buyer is held by the Seller it shall be

held at the Buyer’s risk.

7.8 Each sub-clause of this clause 7 is separate and distinct

and shall be severable in the event that any such sub-

clause is deemed to be unenforceable.

LIABILITY

8.1 The Seller shall not be liable in respect of any defect in the

Goods arising from any drawing, design, specification or

materials supplied by the Buyer, any shortcoming in Goods

which accord with samples produced to and approved by

the Buyer or any loss suffered due to an alteration to the

Goods by the Buyer without the authority of the Seller or

otherwise than in accordance with its instructions.

8.2 All warranties, conditions or other terms implied by statute

or common law are excluded from the Contract to the

fullest extent permitted by law.

8.3 Any claim by the Buyer which is based on any defect in

the quality or condition of the Goods or their failure to

correspond with any specification shall be notified to the

Seller within 3 working days from the date of delivery and

the Seller shall be given full opportunity to inspect such

defective goods. If delivery is not refused, and the Buyer

does not notify the Seller accordingly, the Buyer shall not

be entitled to reject the Goods and the Seller shall have no

liability for such defect or failure.

8.4 Without prejudice to 8.3 above the Seller shall have no

liability in respect of any defects in bar codes supplied to

the Buyer unless the defect is notified to the Seller prior to

packing and despatch of relevant bar code items to end

users.

8.5 Where the Buyer makes a valid claim in respect of any

defect or inadequacy in the Goods in accordance with

these Conditions, the Seller shall be entitled to replace the

Goods (or the part in question) free of charge or refund

the Price but the Seller shall have no further liability to the

Buyer.

8.6 Except in respect of death or personal injury caused by

the Seller’s negligence, the Seller shall not be liable to

the Buyer in respect of a claim of whatever nature for any

consequential loss (including loss of profit) damage, costs,

expenses or other claims for consequential compensation

whatsoever.

8.7 The Seller shall not be liable to the Buyer for any delay

or failure in performing its obligations in relation to the

Goods if the delay or failure was due to any cause beyond

the Seller’s reasonable control including, without limitation,

strikes, lock outs or other industrial actions or difficulties in

obtaining raw materials, labour, parts or machinery.

INSOLVENCY OF BUYER

If either:-

9.1 The Buyer makes any voluntary arrangement with its

creditors or enters into bankruptcy, administration,

receivership, liquidation or an analogous procedure

(otherwise than for the purposes of a solvent amalgamation

or reconstruction) or

9.2 An administrator takes possession of assets of the Buyer; or

9.3 The Buyer ceases, or threatens to cease, to carry on

business; or

9.4 The Seller reasonably apprehends that any of the events

mentioned above is about to occur then, without prejudice

to any other right or remedy, available to the Seller, the

Seller shall be entitled to cancel the Contract or suspend any

further deliveries under the Contract without any liability to

the Buyer and, if the Goods have been manufactured or

delivered but not paid for, all monies outstanding under the

Contract shall become immediately due and payable.

10. EXPORT TERMS

Where the Goods are exported from the United Kingdom

the Buyer shall be responsible for complying with any local

legislation or regulations governing the importation of the

Goods and for the payment of all applicable duties, taxes

and other levies of whatever nature.

11 NOTICES

11.1 Notices served in respect of the Contract shall be in writing

and addressed to the registered office or the principle

place of business of the notified party.

11.2 Notices may be delivered personally, by registered post or

by facsimile message.

11.3 Notices shall be deemed served upon delivery where

delivered personally, at the time recorded by the relevant

postal agent where delivered by registered post and

at the time shown on the sender’s written message sent

confirmation where delivered by facsimile message.

12 GENERA

12.1 The Seller may perform any of its obligations or exercise

any of its rights under the contract by itself or through any

other member of its group or by any subcontractor.

12.2 No waiver by the Seller of any breach of the Contract by the

Buyer shall represent a waiver of any subsequent breach.

12.3 The Contract shall be governed by the laws of England and

the parties hereby submit to the exclusive jurisdiction of the

Courts of England and Wales.

26/05/2015