Standard Terms & Conditions of Sale

1. General

These general terms and conditions of sale (hereinafter “Standard Terms”) shall apply to all products
(hereinafter “Goods”) sold by Transcend Packaging Limited (“Supplier”), registered in England and Wales
with company number 11027520 with its registered office is Transcend Packaging, Ty Dyffryn, Ystrad Mynach, Caerphilly, Wales, CF82 7TW to its customers (each a “Buyer”) and Buyer shall be deemed to accept these Standard Terms by ordering any Goods, unless fspecifically agreed otherwise in writing between Supplier and Buyer. These Standard Terms override any additional or deviating terms or conditions included in the Buyer’s purchase order or otherwise referred to by Buyer or Supplier, unless specifically agreed otherwise in writing.

2. Supplier’s Commitments

Supplier warrants that the Goods shall at the time of delivery conform to Supplier’s then current sales
specifications applied in Supplier’s normal business practice (“Standard Specifications”), unless specifically
agreed otherwise in writing between Supplier and Buyer. Supplier shall not be liable for any defect in parts,
materials or equipment not supplied or manufactured by Supplier.

3. Design Approval

Supplier invites the Buyer to inspect, on site the first print production of any new artwork. Buyer will sign for approval two production sheets/samples and Supplier will print any next one of the same product article code accordingly within a Delta 3 spectrophotometer tolerance level. In case Buyer will not attend the first print production, the Supplier will print as per Buyer’s approved references and the Buyer will have to accept the print result. Any subsequent requested amendments from the Buyer, will be charged by the Supplier.

4. Intellectual Property and Production Property

4.1 Supplier shall retain ownership of all its intellectual property rights and nothing herein shall grant to Buyer title, license or any other right to any intellectual property rights of Supplier.

4.2 All sketches, origination work, dies, cutting tools, typesetting, artwork, film, positives, negatives,
transparencies and printing plates remain the property of the Supplier unless written arrangements are made to the contrary.

4.3 Except to the extent manufactured under the instructions of Buyer, Supplier warrants that, to the best of Supplier’s knowledge, the manufacture of the Goods does not infringe any patent of the country of the
manufacture. Buyer assumes all responsibility for and indemnifies and holds Supplier harmless (including
reasonable attorneys’ fees) for the use of any technical information, patent, design, trademark, trade name, or part thereof, printed or fitted on the Goods at Buyer’s request.

5. Warranty and Limitation of Liability

5.1 The commitments set out in Articles 2 and 3 above are Supplier’s sole warranties in respect of the Goods.

5.2 Any other representation or warranty of any kind, express or implied, including but not limited to warranties
as to the quality, suitability or merchantability of the Goods or fitness for any particular purpose whether arising under statute or otherwise, is excluded.

5.3 Buyer shall comply with all applicable laws and regulations. Buyer shall inspect, at its sole cost and expense, the supplied Goods immediately after delivery. If any of the supplied Goods are rejected because of nonconformity to Standard Specifications, Supplier shall be entitled to replace the Goods (or the part in question) free of charge or, at Supplier’s sole discretion, refund to Buyer the price of the Goods actually received by Supplier, but Supplier shall have no further liability to Buyer. Any damages caused by the transport of the product from the supplier to the buyer must be notified and confirmed in writing along with any photographic evidence within 24 hours of the delivery being made to the buyer. Product defects and non-conformoties must be notified and confirmed in writing within 14 days from the date of delivery along with photographic evidence of the claim. Failure to give written notice of any claim within fourteen (14) days from the date of delivery and/or use of the supplied Goods shall constitute an unqualified acceptance of such Goods by Buyer and a waiver by Buyer of all claims in respect of such Goods.

5.4 Supplier shall not be liable for damage caused by the acts or omissions of Buyer.

5.5 Except for direct product damage, death or personal injury caused by a defective Product, the maximum
amount of damages recoverable in any event, whether arising from breach of contract or from statutes, including negligence, shall be limited to the price paid by Buyer for the shipped Goods with respect to which damages are claimed. In no event shall Supplier be liable for loss of profits, loss of business, depletion of goodwill (whether direct or indirect), or indirect, consequential, special, punitive or exemplary damages even though Supplier may have been advised of the possibility of such damages or losses and even though such damages or losses are otherwise obvious or reasonably foreseeable.

6. Price and Terms

6.1 Unless agreed otherwise, the price for the Goods shall be Supplier’s price in effect at the time of shipment. Supplier reserves the right, by written notice given at any time before shipment,

(i) to change the previously agreed price, terms and conditions of payment or of transportation or the
minimum requirement per shipment; and
(ii) to increase the price of Goods if there is any increase in the price or cost of the Goods to Supplier by
virtue of foreign exchange fluctuations, currency regulations, changes in duties or taxes, increase in the cost
of raw materials, labor, energy or transport or any other causes beyond the control of Supplier.
Buyer’s failure to make written objection to the change or price increase in (i) or (ii) above within fourteen (14) days of the date of receipt of Supplier’s notice shall be considered acceptance. If Buyer objects within fourteen (14) days of the date of receipt of Supplier’s notice, Supplier shall have the option (a) to continue to supply on the terms and conditions in effect prior to the announced change or increase, or (b) to cancel the affected quantities of Goods with immediate effect, and shall advise Buyer accordingly within fourteen (14) days from receipt of Buyer’s written objection.

6.2 The agreed price for the Goods shall always be exclusive of any value added tax or other similar taxes, duties or imposts levied by any governmental agency (including, but not limited to, those at state or municipal levels) with respect to the Goods supplied hereunder. If Supplier is required by applicable law or regulation to pay or collect any such taxes, as enumerated in the preceding sentence on the Goods supplied hereunder, then such taxes shall be paid by Buyer in addition to the payments of the agreed price for the Goods.

6.3 Buyer shall pay each relevant invoice sent by Supplier in respect of the Goods no later than thirty (30) days after the date of the invoice by direct bank transfer to the bank account defined by Supplier without setoff or deduction. The time for payment of Supplier’s invoices shall be of the essence of these Standard Terms. The interest rate for overdue payments is the greater of two percent (2%) per month or the maximum amount as permitted under the applicable law. The specific terms of payment shall be those set out in Supplier’s invoice. Buyer shall pay Supplier’s reasonable costs of collection, including attorneys’ fees and other legal expenses. Supplier may set-off any amounts owing from Buyer against any amounts payable by Buyer.

6.4 Unless otherwise agreed, the production tolerances are +10 and -10% of the ordered quantity specified by the Buyer in the purchase order for any production article code.

7. Title, Delivery and Risk of Loss

7.1 Supplier shall transfer the Goods with good title, free from any liens or encumbrances.

7.2 Until payment in full has been received by Supplier for the supplied Goods:

(i) title to the Goods shall remain with Supplier;
(ii) the Goods shall so far as practicable be kept separate from other goods on the premises of Buyer so as
to be readily identifiable as the property of Supplier, and;
(iii) Buyer shall be at liberty to resell the Goods in the ordinary course of business or to use the Goods in
any process provided that such liberty shall be deemed automatically cancelled without the need for notice
if Buyer fails to make any payment when it becomes due, or is in default of due performance or observance
of any other Buyer’s obligation.
(iv) ) If a Receiver is appointed over any of the assets or undertaking of the Buyer, or if a winding-up order
is made against the Buyer, or the Buyer goes into voluntary liquidation or enters into administration (whether out of court or otherwise) or calls a meeting or makes any arrangement or composition with its creditors or any analogous proceedings or procedure or is otherwise insolvent or ceases or threatens to cease to trade, then all monies due to the Supplier from the Buyer for all Goods shall become immediately due in full.


7.3 Supplier shall be entitled to enter upon Buyer’s premises at any time in order to remove any of the Goods to which Supplier has retained title and/or upon cancellation of Buyer’s liberty to resell or use the Goods. For this purpose Buyer shall afford Supplier all reasonable assistance to locate and take possession of the Goods and shall promptly place the Goods at Supplier’s disposal.

7.4 Buyer shall be fully liable and shall indemnify and hold Supplier harmless from and against all liability,
losses, payments, costs, damages, expenses (including attorneys’ fees and other legal expenses) and other
liabilities of whatever nature incurred by Supplier as a result of Buyer’s failure to make any payment when it
becomes due and/or default in due performance or observance of any other Buyer’s obligation.

7.5 If a potential order confirmation does not specify trade terms as defined in Incoterms, the Goods shall be
delivered Ex Works Supplier’s premises, and Buyer shall bear all risks of loss of or damage to the Goods from
the moment the Goods have been placed at Buyer’s disposal at Supplier’s premises. Trade terms shall be
interpreted in accordance with Incoterms latest edition. Time for delivery shall not be of the essence.

7.6 For the purpose of the foregoing paragraphs of this section 6 and in the absence of evidence to the contrary Goods supplied by Supplier to Buyer at any time shall be deemed to have been resold, used or processed in the order in which Goods were supplied. Nothing herein shall give Buyer the right to return the Goods to Supplier.

7.7 If the Buyer discontinues a line of Goods, the Buyer will pay for the finished product, work in progress and bespoke raw materials as well as any origination cost and service linked to the specific discontinued product article code.

7.8 Any stock of finished product of any product article code which will not be collected or requested by the
Buyer within 90 days from the production date will be charged at £4/pallet per week.

8. Force Majeure

Neither party shall be liable for non-performance of its obligations if such non-performance is caused by
accident, mechanical breakdown of facilities, fire, flood, natural disasters, strike, labor trouble, riot, revolt, war, acts of governmental authority, computer system failures, unavailability of materials, energy or components, delays in transportation or other contingencies beyond the reasonable control of the party affected. In case of force majeure event affecting Supplier, Supplier’s obligations may be suspended, without liability, for so long as such event occurs but the supply relationship shall otherwise remain unchanged. The decision of Supplier as to the quantities of the Goods affected shall be final and binding.

9. Confidentiality

9.1 The parties hereto undertake towards each other during the term of the supply relationship and two (2) years thereafter to keep in the strictest confidence all confidential information and trade secrets received from the other party in connection with the supply relationship, and to use the said information for the purposes of the supply relationship only. However, the obligation above shall not apply to confidential information

(i) which the receiving party may prove having been in the possession prior to the first receipt from the other
(ii) which at the date hereof or thereafter becomes a matter of public knowledge without a breach of this
confidentiality obligation; or
(iii) which the receiving party may prove having been obtained from a third party under circumstances
permitting its disclosure to others.

9.2 The parties shall not, without prior written consent of the other party, disclose to any third parties that there exists any cooperation between the parties.

9.3 Notwithstanding Article 9.1 above, the obligation of nondisclosure and nonuse of Supplier’s trade secrets and manufacturing know-how shall not expire.

10. Non-performance

10.1 If Buyer fails to perform any of its obligations when due, Supplier may, at its option, decline to make
further deliveries except for cash, or may recall or defer shipments until such default is remedied, or may treat such default as final refusal to accept further shipments and cancel the supply relationship.

10.2 Supplier shall be entitled to demand prepayment or the provision of security before production start, supply of outstanding deliveries or provision of other outstanding services, if such facts become known to Supplier which have the potential to jeopardize the making of any payment by Buyer when due.

10.3 The foregoing rights shall be cumulative, alternative and in addition to any right or remedy Supplier may have under these Standard Terms or by law or in equity.

11. Performance by Affiliates

The Supplier shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member
or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of the Supplier.

12. Assignments and Third Party Rights

12.1 Buyer shall not transfer nor assign its obligations to any third party (excluding the Buyer’s affiliates)
without Supplier’s prior written consent.

12.2 No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

13. Non-waiver

Failure to exercise any rights shall not constitute a waiver thereof.

14. Severability of Provisions

If any provision of these Standard Terms should be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected.

15. Applicable Law and Dispute Resolution

15.1 Unless specifically agreed otherwise in writing, these Standard Terms and the supply relationship shall be governed by and construed in accordance with laws of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to these Standard Terms or the supply relationship.

15.2 Unless specifically agreed otherwise in writing, any dispute, controversy or claim arising out of or relating to these Standard Terms, the supply relationship or the breach, termination or validity thereof (whether contractual or non-contractual in nature) the Buyer and Supplier shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

15.3 If negotiations under 14.2 above do not resolve the matter within fifteen (15) business days of receipt of a written invitation to negotiate, the Parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.

15.4 If the ADR procedure under 14.3 does not resolve the matter within twenty (20) business days of the
initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be
referred to arbitration by either Party. The seat of the arbitration shall be England and Wales. The arbitration
shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required. The decision and outcome of the final method of dispute resolution under this Clause 14 shall be final and binding on both Parties.

16. Divisibility Clause

Each contract is to be fulfilled in separate instalments, deliveries or parts, each installment, delivery, or part
shall be made as if the same constituted a separate contract.

17. Amendments

These Standard Terms shall be subject to further amendments or rescission made by Supplier without notice toBuyer and a valid version is always available on Supplier’s website,