IDP DIRECT TERMS & CONDITIONS OF SALE AND DELIVERY

The following standard conditions of sale ("these Conditions") shall govern all transactions between the Seller and the Buyer except as otherwise specifically agreed in writing by the Seller and the Buyer,

1 Definition’s

1.1 In these Conditions the following terms shall have the following meanings:
"Buyer" means the person named as the Buyer in any Quotation, Order or Contract.
"Contract" means the agreement for the purchase and sale of the Goods subject to these Conditions.
“Goods" means the goods and/or services (including any installments or parts) which the Seller is to supply.
“Official Sales Order" means the Seller's acceptance of the Buyer's order subject to these Conditions and on the Seller's standard form.
"Quotation" means the non-binding terms which the Seller has quoted to the Buyer which may or may not at the sole discretion of the Seller form the basis of an Order.
"Seller” means INTERNATIONAL DIRECT PACKAGING LIMITED, UK registered in England No. 7313173
“Third Party Material” means material or other property supplied to the Seller or on behalf of or at the request of the Buyer to be held for the purpose of completing the Contract.
1.2 The headings in these Conditions do not form part of these Conditions and shall not affect their interpretation.

2 Quotations and Prices

2.1 A Quotation is for information only and is binding on the Seller subject to Condition 2.2 only if and to the extent it is incorporated in an Official Sales Order whether orally or in writing submitted by the Buyer shall be or shall be deemed to be accepted by the Seller unless and until confirmed and accepted in writing by an Official Sales Order issued by an authorized representative of the Seller.
2.2 The Seller reserves the right to revise Quotations and prices quoted prior to an Official Sales Order.
2.3 The price for the Goods on any Quotation, Contract or Official Sales Order shall be exclusive of any value added tax or other tax or duty which may lawfully be levied at the time of dispatch or the date of invoice unless specifically noted in the terms of the quotation.

3 Payment

Goods invoiced up to and including the last day of a calendar month shall be paid for by cleared funds not later than the last business day of the following month, except where stated to the contrary on the Official Sales Order and/or invoice. The Seller reserves the right to charge interest at 2% above the legal rate from time to time on any overdue account. Interest shall accrue on a daily basis both before and after judgment and shall be compounded monthly. Time of payment shall be of the essence of the Contract. Receipts for payment will only be issued upon request.

4 Delivery
4.1 Time of delivery of any Goods is not of the essence of the Contract. The Seller shall endeavor to maintain quoted delivery and shipment dates, but such dates are not to be treated as terms of the Contract and the Seller will not be responsible for any loss or damage which may result from late delivery due to conditions beyond the control of the Seller. The Goods may be delivered by the Seller in advance of any quoted delivery date upon giving reasonable notice to the Buyer
4.2 Any complaint of short delivery or damage to Goods in transit must be notified to the Seller otherwise than upon a consignment/delivery note within 72 hours of receipt of any of the Goods. Any complaint of failure to deliver Goods invoiced must be notified within 14 days of the date of the invoice
4.3 If any Goods are ready for delivery and the Buyer fails to take delivery at the time set out in the Contract the Seller shall be entitled to:

4 3.1 invoice such Goods forthwith and charge for handling and storage from the date of invoice to the date when the Buyer takes delivery or the Seller disposes of the Goods; and
4.3.2 if the Buyer fails to take delivery within 30 days from the date on the invoice, treat the Contract as at an end and without prejudice to any other right it may have against the Buyer resell the Goods and (after deducting all reasonable storage and selling expenses) account to the Buyer for any excess above or recover from the Buyer any shortfall below the amount due to the Seller under the Contract and any other Contract.

4.4 The Seller reserves the right to make deliveries/and or services by installments and to render a separate invoice in respect of each such installment.
4.5 If the Seller exercises its right to make deliveries/and or services in accordance with sub-paragraph (4.4) above, then any delay in the provision of such deliveries/and or services, or failure to deliver any further installment or installments, shall not entitle the Buyer to reject the Contract or the delivery/service of any other installment or to withhold payment in respect of any installment previously delivered/serviced.

5 Acceptance of Goods

5.1 Any claim by the Buyer which is based on any defect in quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. Where any valid claim based on such defect or failure is notified to the Seller in accordance with these Conditions the liability of the Seller shall be limited to the refund of monies (or a proportional part thereof) paid for the Goods or to the replacement of the Goods (or the part in question). If the Buyer does not so notify the Seller, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

6 Manufacturing

6.1 The Seller will use reasonable endeavors to produce and deliver the quantity and quality of Goods ordered, and every Contract and delivery is subject

Registered Office: international direct packaging Limited, Montagu House, 81 High Street, Huntingdon, Cambridgeshire, PE29 3NY, Great Britain Company No. 7313173 – www. the-idp-group.com – E-mail: info@idpdirect.eu

to the margins and tolerances (whether over or under the quantity or quality estimated) customary in the trade of the Seller.
6.2 No responsibility for loss or damage to Third Party Material where ordered or supplied by the Buyer will be accepted by the Seller, and the Seller undertakes no liability and gives no warranty in relation to defects in Third Party Material and the Seller shall have no such liability regarding fitness for purpose, quality or merchantability of Third Party Material whether express or implied by statute, common law, trade usage or otherwise howsoever.
6.3 If the Goods in whole or in part are to be manufactured or any process is to be applied to the Goods by the Seller in any way in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, registered or unregistered design right, trade mark, service mark or other industrial or intellectual property rights of any other person which results from or arises in connection with the Seller’s use of the Buyer's specification.

7 Liability

7.1 All warranties, conditions or other terms whether regarding fitness for purpose, performance, use, quality or merchantability or otherwise of the

Goods, whether express or implied, by statute, common law, and trade usage or otherwise howsoever are hereby excluded to the fullest extent permitted by law.
7.2 Except in respect of deaths or personal injury caused by the Seller's negligence. the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other terms, or any duty at common law, or under the express terms of the Contract, for any consequential Ioss or damage (which expression shall include all loss of profit, income, use, production time, contracts and goodwill whatsoever, whether foreseeable or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arises out of or in connection with the supply of the Goods or their use or resale by the Buyer

7.3 The Seller does not give or accept any warranty or condition that the Goods are suitable for any purpose or conditions notwithstanding that such purpose or conditions may be known to the Seller, and in ordering the Goods the Buyer shall be deemed to be relying entirely on its own skill and judgment and not that of the Seller or any agent or servant of the Seller.
7.4 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller's obligations if the delay or failure was due to any cause beyond the Sellers reasonable control ("force majeure circumstances") including but not limited to Acts of God, explosion, flood, tempest, war, sabotage, insurrection, civil disturbance, requisition, look-outs or other industrial action or trade dispute (whether involving employees of the Seller or of a third party), difficulties in obtaining raw materials, labor, fuel, parts or machinery, power failure or breakdown in machinery. In force majeure circumstances the Seller may at its sole discretion terminate any Contract or cancel or suspend any delivery. In force majeure circumstances the Seller may apportion available stocks between its customers (including the Buyer) at its sole discretion.

8 Property and Risk

8.1 All risks in the Goods shall pass to the Buyer:

8.1.1 in the case of Goods to be delivered free of cost (DDP) the risk shall pass when the Goods are ready for off loading from the Seller vehicle at the place of delivery named in the Contract;
8.1.2 in the case of Goods for export abroad the risk shall pass at the place of delivery named in the Contract, or
8.1.3 where the Buyer undertakes to collect Goods the risk shall pass when the Goods are loaded on to the Buyer's designated transport at the address of the Seller or as named in the Contract.

8.2 The Goods shall remain the property of the Seller and no property in or title to the Goods shall pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be supplied by the Seller to the Buyer. Until that time the whole right, title and interest in and to the Goods shall remain in the Seller.
8.3 Until the time when the Seller has received payment in full for the Goods the Buyer shall hold the Goods as bailee for the Seller.

8.4 So long as the Buyer remains bailee of any of the Goods the Buyer shall keep those Goods separate from any goods the property of the Buyer or any Third party in such a manner that clearly distinguishes them as the property of the Seller.
8.5 Without prejudice to any other rights the Seller may have, the Seller may at any time before the property in the Goods has passed to the Buyer recover or resell the Goods or any of them so as to discharge any sums owed by the Buyer to the Seller which are wholly or partly overdue, and the Seller, its servants or agents may, so as to verify the Buyer's compliance with the obligations set out in Condition 8.4 and to exercise its rights under this Condition, enter with or without vehicles upon the premises where the Goods are situated for the purposes of such recovery, resale or examination of the Goods.

8.6 Each of the foregoing paragraphs of this Condition shall so far as the context permits be read and construed independently of the other paragraphs so that if one or more should be held to be invalid for any reason then the remaining paragraphs shall be valid to the extent that they are not held to be so invalid.

9 Lien

The Seller shall be entitled to a general lien over all property owned by the Buyer in the Seller’s possession including any Third Party Material (including any Goods for which the Buyer may have paid in full) until all sums due or owing from the Buyer on any account shall have been satisfied in full. In any of the events set out in paragraph 3.2 of these Conditions the Seller shall be entitled to sell all or part of such property and (after deducting all reasonable expenses including the expenses of sale) shall account to the Buyer for any excess of the proceeds of sale above or recover from the Buyer any shortfall of the proceeds of sale below the amount due to the Seller on any account.

10 Cancellation

No order which has been accepted by the Seller or Contract may be canceled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labor and materials used or acquired for the purpose of completing the Contract), damages, charges and expenses incurred by the Seller in pursuance of the Order or as a result of the cancellation

11 Indemnities

Registered Office: international direct packaging Limited, Montagu House, 81 High Street, Huntingdon, Cambridgeshire, PE29 3NY, Great Britain Company No. 7313173 – www. the-idp-group.com – E-mail: info@idpdirect.eu

11.1 The Buyer agrees to indemnify the Seller against any damages, losses, costs, claims or expenses incurred by the Seller towards a third party arising out of or in connection with the Goods supplied by the Seller or their operation or use and whether arising by reason of the negligence of the Seller or otherwise (save for death or personal injury arising as a result of the Seller's negligence).
11.2 The Buyer warrants that no Third Party Material as ordered or supplied but the Buyer shall cause damage to the Seller's manufacturing equipment and premises and agrees to indemnify the Seller against any damages, losses, costs, claims or expenses arising from or in connection with the use of such Third Party Material, including any loss of profit arising from the Seller’s inability to use the manufacturing equipment or premises as a result of such use.

12 Transport/Delivery Terms

12.1 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
12.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
12.3 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect of the Goods which would be apparent on inspection and which is made after shipment or in respect of any damage during transit.

13 Other Conditions of Sale

13.1 By ordering any Goods from the Seller the Buyer will be deemed to agree that these Conditions take precedence over any other conditions contained in any letter, order or the like received by the Seller in connection with the Goods so ordered.
13.2 No forbearance by the Seller granted to the Buyer whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be regarded as a waiver of any of these Conditions
13.3 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.4 The interpretation of these Conditions and of any Contract will be governed by the laws of England, and the parties submit to the non-exclusive jurisdiction of the High Court of Justice in England.